Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 14, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||||||||
Cash and cash equivalents | $ 2,569,000 | $ 3,546,000 | $ 2,227,000 | |||||||
Accounts receivable, net | 3,168,000 | 2,889,000 | 3,045,000 | |||||||
Contract assets | 323,000 | 333,000 | 364,000 | |||||||
Prepaid expenses and other current assets | 1,026,000 | 1,505,000 | 927,000 | |||||||
Total current assets | 7,086,000 | 8,273,000 | 6,563,000 | |||||||
Operating lease asset | 627,000 | 750,000 | ||||||||
Property and equipment, net | 318,000 | 375,000 | 480,000 | |||||||
Convertible note receivable | 262,000 | 259,000 | $ 250,000 | $ 250,000 | 0 | |||||
Total assets | 8,293,000 | 9,657,000 | 7,043,000 | |||||||
Current liabilities: | ||||||||||
Accounts payable | 1,820,000 | 1,056,000 | 215,000 | |||||||
Accrued expense and other current liabilities | 2,169,000 | 2,554,000 | 1,919,000 | |||||||
Current maturities of long-term debt | 5,654,000 | 5,451,000 | $ 4,999,000 | $ 0 | 0 | |||||
Deferred payroll tax credits | 1,442,000 | 0 | ||||||||
Deferred revenue | 263,000 | 291,000 | 450,000 | $ 560,000 | ||||||
Operating lease liability - current | 422,000 | 465,000 | ||||||||
Total current liabilities | 11,770,000 | 9,817,000 | 2,584,000 | |||||||
Notes payable | 1,414,000 | 2,814,000 | 4,308,000 | 9,151,000 | 0 | |||||
Operating lease liability - non-current | 233,000 | 316,000 | ||||||||
Warrant liabilities | 491,000 | 338,000 | 0 | |||||||
Total liabilities | 13,908,000 | 13,285,000 | 2,584,000 | |||||||
Commitments and Contingencies | ||||||||||
Stockholders' Deficiency | ||||||||||
Common stock par value $0.0001 per share, 300,000,000 authorized at March 31, 2023; 26,940,841 issued and outstanding as of March 31, 2023; (par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 2022) | 3,000 | 3,000 | 2,000 | |||||||
Additional paid-in-capital | 22,976,000 | 22,701,000 | $ 22,547,000 | $ 22,517,000 | 17,682,000 | |||||
Accumulated deficit | (28,594,000) | (26,332,000) | (13,225,000) | |||||||
Total stockholders' equity (deficit) | (5,615,000) | (3,628,000) | $ 1,780,000 | 4,459,000 | $ 9,526,000 | |||||
Total liabilities and stockholders' equity (deficit) | $ 8,293,000 | $ 9,657,000 | $ 7,043,000 | |||||||
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 | |||||
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Q1) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 22,764,527 | |
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Q1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||
Revenues | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Cost of revenues | 1,350 | 1,689 | 1,868 | 1,652 | 3,520 | 5,210 | 6,701 | 6,267 |
Gross profit | 5,807 | $ 5,544 | $ 4,586 | 4,521 | $ 9,107 | $ 14,650 | 19,928 | 17,095 |
Operating expenses | ||||||||
Selling, servicing and marketing | 2,478 | 2,943 | 12,333 | 10,185 | ||||
Technology and software development | 2,300 | 2,637 | 11,353 | 8,410 | ||||
General and administrative | 2,757 | 1,718 | 12,542 | 5,032 | ||||
Total operating expenses | 7,535 | 7,298 | 36,228 | 23,627 | ||||
Loss from operations | (1,728) | (2,777) | (16,300) | (6,532) | ||||
Interest income | 10 | 0 | 18 | 3 | ||||
Interest expense | (391) | (89) | (949) | 0 | ||||
Change in fair value of warrants | (153) | 0 | 4,158 | 0 | ||||
Forgiveness of PPP loan | 0 | 781 | ||||||
Loss before income tax | (2,262) | (2,866) | (13,073) | (5,748) | ||||
Income tax expense | 0 | 0 | 3 | 2 | ||||
Net loss | $ (2,262) | $ (2,866) | $ (13,076) | $ (5,750) | ||||
Net loss per common share: | ||||||||
Net loss per common share - basic (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) | ||||
Net loss per common share - diluted (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) | ||||
Weighted-average common shares outstanding | ||||||||
Weighted-average common shares outstanding - basic (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 | ||||
Weighted-average common shares outstanding - diluted (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) (Q1) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 17,660,258 | |||
Beginning balance at Dec. 31, 2020 | $ 9,526 | $ 2 | $ 16,999 | $ (7,475) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 595 | 595 | ||
Exercise of stock options (in shares) | 94,553 | |||
Exercise of stock options | 38 | 38 | ||
Net loss | $ (5,750) | (5,750) | ||
Ending balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||
Ending balance at Dec. 31, 2021 | $ 4,459 | $ 2 | 17,682 | (13,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 181 | 181 | ||
Exercise of stock options (in shares) | 22,480 | |||
Exercise of stock options | 6 | 6 | ||
Net loss | $ (2,866) | (2,866) | ||
Ending balance (in shares) at Mar. 31, 2022 | 17,884,588 | 17,884,588 | ||
Ending balance at Mar. 31, 2022 | $ 1,780 | $ 2 | 17,869 | (16,091) |
Beginning balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||
Beginning balance at Dec. 31, 2021 | $ 4,459 | $ 2 | 17,682 | (13,225) |
Ending balance (in shares) at Jun. 14, 2022 | 25,290,270 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||
Beginning balance at Dec. 31, 2021 | $ 4,459 | $ 2 | 17,682 | (13,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 1,226 | 1,226 | ||
Exercise of stock options (in shares) | 475,421 | |||
Exercise of stock options | 140 | 140 | ||
Net loss | $ (13,076) | |||
Ending balance (in shares) at Dec. 31, 2022 | 26,659,711 | 26,659,711 | ||
Ending balance at Dec. 31, 2022 | $ (3,628) | $ 3 | 22,701 | (26,332) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of stock options (in shares) | 135,090 | |||
Ending balance (in shares) at Dec. 31, 2022 | 26,659,711 | 26,659,711 | ||
Ending balance at Dec. 31, 2022 | $ (3,628) | $ 3 | 22,701 | (26,332) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | $ 162 | 162 | ||
Exercise of stock options (in shares) | 281,130 | 281,130 | ||
Exercise of stock options | $ 113 | 113 | ||
Net loss | $ (2,262) | (2,262) | ||
Ending balance (in shares) at Mar. 31, 2023 | 26,940,841 | |||
Ending balance at Mar. 31, 2023 | $ (5,615) | $ 3 | $ 22,976 | $ (28,594) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Q1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,262,000) | $ (2,866,000) | $ (13,076,000) | $ (5,750,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 66,000 | 59,000 | 259,000 | 173,000 |
Discount amortization on convertible note | 259,000 | 0 | 304,000 | 0 |
Stock-based compensation expense | 162,000 | 181,000 | 1,226,000 | 595,000 |
Bad debt expense | 169,000 | 33,000 | 1,474,000 | 216,000 |
Forgiveness of PPP Loan | 0 | (781,000) | ||
Accrued interest on convertible notes | 22,000 | 89,000 | 26,000 | 0 |
Amortization of operating lease right of use assets | 123,000 | 0 | 318,000 | |
Change in fair value of warrants | 153,000 | 0 | (4,158,000) | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (448,000) | 367,000 | (1,317,000) | (2,119,000) |
Prepaid expenses and other current assets | 474,000 | (453,000) | (578,000) | (740,000) |
Contract assets | 10,000 | 61,000 | 31,000 | (98,000) |
Accounts payable and other liabilities | 363,000 | 95,000 | 1,450,000 | 704,000 |
Operating lease liabilities | (126,000) | 0 | (318,000) | |
Deferred payroll tax credits | 1,442,000 | 0 | ||
Related party payable | 0 | (51,000) | ||
Related party receivable | 0 | 77,000 | ||
Deferred revenue | (28,000) | 35,000 | (159,000) | (110,000) |
Net cash provided by (used in) operating activities | 379,000 | (2,399,000) | (14,518,000) | (7,884,000) |
Cash flows from investing activities: | ||||
Business combination, net of cash acquired | 0 | (122,000) | ||
Purchase of convertible note | (3,000) | 0 | (259,000) | 0 |
Purchases of property and equipment | (9,000) | (73,000) | (154,000) | (252,000) |
Net cash used in investing activities | (12,000) | (73,000) | (413,000) | (374,000) |
Cash flows from financing activities: | ||||
Business combination, net of transaction cost | 10,110,000 | 0 | ||
Proceeds from convertible notes | 0 | 7,000,000 | 7,000,000 | 0 |
Repayment of convertible notes | (1,457,000) | 0 | (1,000,000) | 0 |
Proceeds from exercise of stock options | 113,000 | 6,000 | 140,000 | 38,000 |
Net cash (used in) provided by financing activities | (1,344,000) | 7,006,000 | 16,250,000 | 38,000 |
Net increase (decrease) in cash and cash equivalents | (977,000) | 4,534,000 | 1,319,000 | (8,220,000) |
Cash and cash equivalents at beginning of period | 3,546,000 | 2,227,000 | 2,227,000 | 10,447,000 |
Cash and cash equivalents at end of period | 2,569,000 | 6,761,000 | 3,546,000 | 2,227,000 |
Supplemental cash flows disclosures | ||||
Interest paid | $ 132,000 | $ 0 | $ 330,000 | $ 0 |
CONSOLIDATED BALANCE SHEETS (FY
CONSOLIDATED BALANCE SHEETS (FY) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||||||||
Cash and cash equivalents | $ 2,569,000 | $ 3,546,000 | $ 2,227,000 | ||||||
Accounts receivable, net | 3,168,000 | 2,889,000 | 3,045,000 | ||||||
Contract assets | 323,000 | 333,000 | 364,000 | ||||||
Prepaid expenses and other current assets | 1,026,000 | 1,505,000 | 927,000 | ||||||
Total current assets | 7,086,000 | 8,273,000 | 6,563,000 | ||||||
Operating lease asset | 627,000 | 750,000 | |||||||
Property and equipment, net | 318,000 | 375,000 | 480,000 | ||||||
Convertible note receivable | 262,000 | 259,000 | $ 250,000 | $ 250,000 | 0 | ||||
Total assets | 8,293,000 | 9,657,000 | 7,043,000 | ||||||
Current liabilities: | |||||||||
Accounts payable | 1,820,000 | 1,056,000 | 215,000 | ||||||
Accrued expense and other current liabilities | 2,169,000 | 2,554,000 | 1,919,000 | ||||||
Current maturities of long-term debt | 5,654,000 | 5,451,000 | $ 4,999,000 | $ 0 | 0 | ||||
Deferred revenue | 263,000 | 291,000 | 450,000 | $ 560,000 | |||||
Operating lease liability - current | 422,000 | 465,000 | |||||||
Total current liabilities | 11,770,000 | 9,817,000 | 2,584,000 | ||||||
Notes payable | 1,414,000 | 2,814,000 | 4,308,000 | 9,151,000 | 0 | ||||
Operating lease liability - non-current | 233,000 | 316,000 | |||||||
Warrant liabilities | 491,000 | 338,000 | 0 | ||||||
Total liabilities | 13,908,000 | 13,285,000 | 2,584,000 | ||||||
Commitments and Contingencies | |||||||||
Stockholders' Equity (Deficit) | |||||||||
Common stock par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 2022; (par value $0.0001 per share, 22,764,527 authorized at December 31, 2021; 17,862,108 issued and outstanding as of December 31, 2021) | 3,000 | 3,000 | 2,000 | ||||||
Additional paid-in-capital | 22,976,000 | 22,701,000 | $ 22,547,000 | $ 22,517,000 | 17,682,000 | ||||
Accumulated deficit | (28,594,000) | (26,332,000) | (13,225,000) | ||||||
Total stockholders' equity (deficit) | (5,615,000) | (3,628,000) | $ 1,780,000 | 4,459,000 | $ 9,526,000 | ||||
Total liabilities and stockholders' equity (deficit) | $ 8,293,000 | $ 9,657,000 | $ 7,043,000 |
CONSOLIDATED BALANCE SHEETS (_3
CONSOLIDATED BALANCE SHEETS (FY) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||||
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 22,764,527 | |
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (FY) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||
Revenues | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Cost of revenues | 1,350 | 1,689 | 1,868 | 1,652 | 3,520 | 5,210 | 6,701 | 6,267 |
Gross profit | 5,807 | $ 5,544 | $ 4,586 | 4,521 | $ 9,107 | $ 14,650 | 19,928 | 17,095 |
Operating expenses | ||||||||
Selling, servicing and marketing | 2,478 | 2,943 | 12,333 | 10,185 | ||||
Technology and software development | 2,300 | 2,637 | 11,353 | 8,410 | ||||
General and administrative | 2,757 | 1,718 | 12,542 | 5,032 | ||||
Total operating expenses | 7,535 | 7,298 | 36,228 | 23,627 | ||||
Loss from operations | (1,728) | (2,777) | (16,300) | (6,532) | ||||
Interest income | 10 | 0 | 18 | 3 | ||||
Interest expense | (391) | (89) | (949) | 0 | ||||
Change in fair value of warrants | (153) | 0 | 4,158 | 0 | ||||
Forgiveness of PPP loan | 0 | 781 | ||||||
Loss before income tax | (2,262) | (2,866) | (13,073) | (5,748) | ||||
Income tax expense | 0 | 0 | 3 | 2 | ||||
Net loss | $ (2,262) | $ (2,866) | $ (13,076) | $ (5,750) | ||||
Net loss per common share: | ||||||||
Basic (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) | ||||
Diluted (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) | ||||
Weighted-average common shares outstanding | ||||||||
Weighted-average common shares outstanding - basic (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 | ||||
Weighted-average common shares outstanding - diluted (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (FY) - USD ($) $ in Thousands | Total | Lease standard adoption | Common Stock | Common Stock Affiliated Entity | [2] | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Deficit Lease standard adoption | ||
Beginning balance (in shares) at Dec. 31, 2020 | 17,660,258 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 9,526 | $ 2 | $ 16,999 | $ (7,475) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation (in shares) | 67,535 | |||||||||
Stock-based compensation | 595 | 595 | ||||||||
Exercise of stock options (in shares) | 94,553 | |||||||||
Exercise of stock options | 38 | 38 | ||||||||
Issue of common stock (in shares) | 39,762 | |||||||||
Issue of common stock | 50 | 50 | ||||||||
Net loss | $ (5,750) | (5,750) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||||||||
Ending balance at Dec. 31, 2021 | $ 4,459 | $ (31) | $ 2 | 17,682 | (13,225) | $ (31) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting standards update | Accounting Standards Update 2016-02 | |||||||||
Stock-based compensation | $ 181 | 181 | ||||||||
Exercise of stock options (in shares) | 22,480 | |||||||||
Exercise of stock options | 6 | 6 | ||||||||
Net loss | $ (2,866) | (2,866) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 17,884,588 | 17,884,588 | ||||||||
Ending balance at Mar. 31, 2022 | $ 1,780 | $ 2 | 17,869 | (16,091) | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 4,459 | (31) | $ 2 | 17,682 | (13,225) | (31) | ||||
Ending balance (in shares) at Jun. 14, 2022 | 25,290,270 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 17,862,108 | 17,862,108 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 4,459 | $ (31) | $ 2 | 17,682 | (13,225) | $ (31) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 1,226 | 1,226 | ||||||||
Exercise of stock options (in shares) | 475,421 | |||||||||
Exercise of stock options | 140 | 140 | ||||||||
Recapitalization (in shares) | 7,093,744 | |||||||||
Recapitalization | 3,454 | $ 1 | 3,453 | |||||||
Issue of common stock (in shares) | 351,245 | [1] | 877,193 | |||||||
Issue of common stock | [1] | 200 | 200 | |||||||
Net loss | $ (13,076) | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 26,659,711 | 26,659,711 | ||||||||
Ending balance at Dec. 31, 2022 | $ (3,628) | $ 3 | 22,701 | (26,332) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 135,090 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 26,659,711 | 26,659,711 | ||||||||
Ending balance at Dec. 31, 2022 | $ (3,628) | $ 3 | 22,701 | (26,332) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | $ 162 | 162 | ||||||||
Exercise of stock options (in shares) | 281,130 | 281,130 | ||||||||
Exercise of stock options | $ 113 | 113 | ||||||||
Net loss | $ (2,262) | (2,262) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 26,940,841 | |||||||||
Ending balance at Mar. 31, 2023 | $ (5,615) | $ 3 | $ 22,976 | $ (28,594) | ||||||
[1]During the year ended December 31, 2022 the Company issued 351,245 shares as repayment on the L1 Notes payable[2]During the year ended December 31, 2022 the Company issued 877,193 shares to satisfy a $1.5 million commitment fee for the Cantor Equity Facility |
CONSOLIDATED STATEMENTS OF CH_3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (FY) (Parenthetical) - CF Principal Investments LLC - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Issue of common stock (in shares) | 877,193 | 877,193 |
Due to related parties | $ 1.5 | $ 1.5 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (13,076,000) | $ (5,750,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 259,000 | 173,000 |
Discount amortization on convertible notes | 304,000 | 0 |
Stock-based compensation expense | 1,226,000 | 595,000 |
Operating lease right of use assets amortization | 318,000 | |
Bad debt expense | 1,474,000 | 216,000 |
Forgiveness of PPP Loan | 0 | (781,000) |
Accrued interest on convertible notes | 26,000 | 0 |
Change in fair value of warrants | (4,158,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,317,000) | (2,119,000) |
Prepaid expenses and other current assets | (578,000) | (740,000) |
Contract assets | 31,000 | (98,000) |
Accounts payable and other liabilities | 1,450,000 | 704,000 |
Operating lease liabilities | (318,000) | |
Related party payable | 0 | (51,000) |
Related party receivable | 0 | 77,000 |
Deferred revenue | (159,000) | (110,000) |
Net cash provided by (used in) operating activities | (14,518,000) | (7,884,000) |
Cash flows from investing activities: | ||
Business combination, net of cash acquired | 0 | (122,000) |
Purchase of convertible note | (259,000) | 0 |
Purchases of property and equipment | (154,000) | (252,000) |
Net cash used in investing activities | (413,000) | (374,000) |
Cash flows from financing activities: | ||
Business combination, net of transaction cost | 10,110,000 | 0 |
Proceeds from convertible notes | 7,000,000 | 0 |
Repayment of convertible notes | (1,000,000) | 0 |
Proceeds from exercise of stock options | 140,000 | 38,000 |
Net cash (used in) provided by financing activities | 16,250,000 | 38,000 |
Net increase (decrease) in cash and cash equivalents | 1,319,000 | (8,220,000) |
Cash and cash equivalents at beginning of period | 2,227,000 | 10,447,000 |
Cash and cash equivalents at end of period | 3,546,000 | 2,227,000 |
Supplemental cash flows disclosures | ||
Income taxes paid | 2,000 | 0 |
Interest paid | 330,000 | 0 |
Supplemental disclosure of non cash activities | ||
Conversion of 15% convertible note and interest into common stock | 7,305,000 | 0 |
Warrants assumed in business combination at estimated fair value | 4,496,000 | 0 |
Conversion of L1 Notes into common stock | 200,000 | 0 |
Issue of common stock for business combination | 0 | 50,000 |
Indemnity holdback for business combination | $ 0 | $ 23,000 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) (Parenthetical) | Jun. 14, 2022 | Feb. 28, 2022 |
15.00% Convertible Notes | Convertible Notes Payable | ||
Interest rate | 15% | 15% |
DESCRIPTION OF BUSINESS (Q1)
DESCRIPTION OF BUSINESS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “SpringBig”) developed a software platform 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 headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. See Note 9, Business Combination, to these consolidated financial statements for further information. While the legal acquirer in the business combination is SpringBig for financial accounting and reporting purposes under U.S. GAAP, Legacy SpringBig is the accounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 11, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the historical financial statements, and operations prior to the closing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly-traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the $7.0 million in Convertible Notes proceeds, which were received in February 2022 in connection with Legacy SpringBig’s issuance of such notes (and which Convertible Notes and the interest due thereon were converted into common stock in connection with the business combination. See Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the amount received at the Closing, approximately $8.8 million represented cash from the TCAC trust related to unredeemed shares; $6.1 million represented proceeds from the subscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.7 million, resulting in net business combination proceeds of $10.1 million. | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “SpringBig”) developed a software platform 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 headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “ TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. See Note 9, Business Combination, to these consolidated financial statements for further information. While the legal acquirer in the business combination is SpringBig for financial accounting and reporting purposes under U.S. GAAP, Legacy SpringBig is the accounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 13, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the historical financial statements, and operations prior to the closing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly-traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the $7.0 million in Convertible Notes proceeds, which were received in February 2022 in connection with Legacy SpringBig’s issuance of such notes (and which Convertible Notes and the interest due thereon were converted into common stock in connection with the business combination. See Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the amount received at the Closing, approximately $8.8 million represented cash from the TCAC trust related to unredeemed shares; $6.1 million represented proceeds from the subscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.7 million, resulting in net business combination proceeds of $10.1 million. Common Stock Purchase Agreement On April 29, 2022, the Company entered into a Common Stock Purchase Agreement (as amended, the “Stock Purchase Agreement”) with CF Principal Investments LLC (“Cantor”), an affiliate of Cantor Fitzgerald L.P. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions (the “Facility”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 its wholly owned subsidiaries. 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”). The unaudited consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2023. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, as reported in the 2022 Annual Report on Form 10-K. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $28.6 million as of March 31, 2023. Cash flows realized through operating activities were $0.4 million for the three months ended March 31, 2023. For the three months ending March 31, 2022, cash flows used in operating activities were $2.4 million. As of March 31, 2023, the Company had a working capital deficit of approximately $4.7 million, inclusive of $2.6 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, its Stock Purchase Agreement and strategic capital raises. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements. 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 “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Deferred Payroll Tax Credits The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related these types of credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. 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. 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. See Effective Accounting Pronouncements We had one customer representing 12% of our total revenues for the three months ended March 31, 2023. By comparison, we had no customers representing more than 10% of total revenues for the three months ended March 31, 2022. At March 31, 2023, we had two customers representing 23% of accounts receivable, and one customer representing 12% of accounts receivable at December 31, 2022. Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. 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 three commercial banks. As of March 31, 2023 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $2.1 million as of March 31, 2023. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses (“ACL”) is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. Effective Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended March 31, 2023. | 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 its wholly owned subsidiaries. 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 $26.3 million as of December 31, 2022. Cash flows used in operating activities were $14.5 million and $7.9 million, for the twelve months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had a working capital deficit of approximately $1.5 million, inclusive of $3.5 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 including, but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, its Stock Purchase Agreement and strategic capital raises. The ultimate success of these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. 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. 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. We had one customer representing 11% of total revenues for the twelve months ended December 31, 2022. By comparison, we had one customer that represented 11% of total revenues for the same period ended December 31, 2021. At December 31, 2022 and December 31, 2021, the same customer represented 12% and 28% of accounts receivable, respectively. Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. 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 three commercial banks. As of December 31, 2022, the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by $3.2 million as of December 31, 2022. We monitor the financial condition of such institution and have not experienced any losses associated with these 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. 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. 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 2022 or 2021. Business Combinations 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 The business combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other acquisition and amortized over its useful life of 3 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 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 software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Brand customers - a customer can purchase use of the Company’s software, which includes a certain amount of messaging credits to be utilized over a specified period of time. The Company recognizes revenue monthly based on the credits used each month which depicts the best transfer of control. 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 to twelve months from brand customers. 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. Customer discounts are netted against revenue and are recognized as incurred. 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 costs were $174,000 and $96,000 for the years ended December 31, 2022 and December 31, 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 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, 2022 and 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. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended December 31, 2022. 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 August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 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 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors-Certain Leases with Variable Lease Payments The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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 October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer |
ACCOUNTS RECEIVABLE (Q1)
ACCOUNTS RECEIVABLE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 4,048 $ 3,639 Unbilled receivables 743 731 Total Receivables 4,791 4,370 Less allowance for doubtful accounts (1,623) (1,481) Accounts receivable, net $ 3,168 $ 2,889 Bad debt expense was $169,000 and $33,000 for the three months ended March 31, 2023 and 2022, respectively. | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 3,639 $2,536 Unbilled receivables 731 806 Total receivables 4,370 3,342 Less allowance for doubtful accounts (1,481) (297) Accounts receivable, net $ 2,889 $3,045 Bad debt expense was $1.5 million and $216,000 for the years ending December 31, 2022 and 2021, respectively. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid insurance $ 374 $ 834 Other prepaid expenses 564 582 Deposits 88 89 $1,026 $1,505 | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid insurance $ 834 $ 15 Other prepaid expenses 582 828 Deposits 89 84 $1,505 $927 |
PROPERTY AND EQUIPMENT (Q1)
PROPERTY AND EQUIPMENT (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): March 31, 2023 December 31, 2022 Computer equipment $342 $333 Furniture & Fixtures 15 15 March 31, 2023 December 31, 2022 Data warehouse 286 286 Software 197 197 Total Cost 840 831 Less accumulated depreciation and amortization (522) (456) Property and Equipment $ 318 $ 375 The useful life of computer equipment, software, furniture and fixtures, and the data warehouse is 3 years. Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 was $66,000 and $59,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): December 31, 2022 2021 Computer equipment $ 333 $ 225 Furniture & Fixtures 15 — Data warehouse 286 256 Software 197 196 Total Cost 831 677 Less accumulated depreciation and amortization (456) (197) Property and Equipment $ 375 $ 480 The useful life of computer equipment, furniture and fixtures, software and the data warehouse is 3 years. Depreciation and amortization expenses for the years ended December 31, 2022 and 2021 were $259,000 and $173,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. |
CONVERTIBLE NOTE RECEIVABLE (Q1
CONVERTIBLE NOTE RECEIVABLE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
CONVERTIBLE NOTE RECEIVABLE | NOTE 6 – CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable which is payable at maturity. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible in equity securities of the borrower in the event that the borrower issues and sells shares to investors on or before the maturity date, subject to certain other conditions. The conversion price is based on the occurrence of certain actions by the issuer. The Company earned $3,000 in interest income on the Convertible Note Receivable for the three months ended March 31, 2023. | NOTE 6 – CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible into common stock of the issuer, and the conversion price is based on the occurrence of certain actions by the issuer. The Company earned $9,000 in interest income on the Convertible Note Receivable for the year ended December 31, 2022. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued wages, commission and bonus $ 570 $1,145 Accrued expenses 434 148 Deferred financial advisory fees 1,000 1,000 Other liabilities 165 261 $2,169 $2,554 | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued wages, commission and bonus $1,145 $ 805 Accrued professional fees 148 155 Other liabilities 261 959 Financial advisory fees payable 1,000 — $2,554 $1,919 |
RELATED PARTY TRANSACTIONS (Q1)
RELATED PARTY TRANSACTIONS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $4,000 for the three months ended March 31, 2023, with $29,000 for the three months ended March 31, 2022, respectively. Amounts due to this related party were $3,000 and $3,000 at March 31, 2023 and December 31, 2022, respectively, and the related expense is recorded to technology and software development costs on the consolidated statement of operations. | NOTE 8 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $153,000 and $408,000 for the years ended December 31, 2022 and 2021, respectively. These amounts are included in technology and software development expenses. At December 31, 2022 and 2021, the Company has recorded $3,000 and $4,000, respectively, in accounts payable related to this related party vendor. |
BUSINESS COMBINATION (Q1)
BUSINESS COMBINATION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | ||
BUSINESS COMBINATION | NOTE 9 – BUSINESS COMBINATION The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note. On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock. The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information. | NOTE 9 – BUSINESS COMBINATIONS Reverse Merger The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note. On consummation of the Business Combination, Legacy SpringBig options were converted into options of SpringBig as disclosed in Note 16. On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. During the three months ended September 30, 2022, the Company issued 877,193 shares to satisfy a $1.5 million commitment fee for the Cantor Equity Facility. The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information. Acquisition of Beaches Development Group Ltd In January 2021, Legacy SpringBig formed Medici Canada LLC, an indirect 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 107,296 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000 plus cash consideration of $155,000. The purchase price allocation is as follows (in thousands): Fair value of shares $135 Less: Post combination cost - restricted shares (85 ) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 107,296 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (the “acquisition date”). Such unvested shares were scheduled to vest, over a two-year period, with 50% in the first year and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity to be released to the seller’s representative. The indemnity holdback was paid to the seller during the year ended December 31, 2022. Medici Canada LLC 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 sheet as of December 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 $65,000 and $60,000, respectively, for the years ended December 31, 2022 and 2021, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $71,000. |
BUSINESS COMBINATION | NOTE 9 – BUSINESS COMBINATION The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note. On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock. The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information. |
15% CONVERTIBLE PROMISSORY NOTE
15% CONVERTIBLE PROMISSORY NOTES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
15% CONVERTIBLE PROMISSORY NOTES | NOTE 10 – 15% CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% 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. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. During the three months ended March 31, 2022, the Company recorded $89,000 of interest expense on the Convertible Notes. | NOTE 10 – 15% CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% 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. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. |
SENIOR SECURED CONVERTIBLE NOTE
SENIOR SECURED CONVERTIBLE NOTES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SENIOR SECURED CONVERTIBLE NOTES | NOTE 11 – SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatilty of 65%, and a time to maturity of five years. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of March 31, 2023. The Note is currently convertible at the option of the holder at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. At March 31, 2023, the outstanding principal of the Secured Convertible Notes was $8.3 million with a carrying value of $7.1 million, net of a discount of $1.2 million. The Company recorded $391,000 of interest expense related to the Secured Convertible Notes for the three months ended March 31, 2023. | NOTE 11 – SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which is payable in cash quarterly in arrears through June 2024. The principal is payable in equal amounts monthly through June 2024 beginning six months after the issuance of the Secured Convertible Notes. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of December 31, 2022. The Company performed a Black-Scholes calculation as of June 14, 2022 to determine the fair value of the Convertible Warrant on such date using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatility of 65%, and a time to maturity of five years. It was determined that the fair value of the Convertible Warrant on June 14, 2022 was approximately $839,000 as compared to the previously reported fair value of $147,000. Accordingly, SpringBig recorded an adjustment of approximately $692,000 to reduce the carrying value of the L1 Note and increase additional paid-in capital as of June 14, 2022. Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively. QUARTER ENDING June 30, 2022 As reported Adjustment June 30, 2022 Revised Current maturities of long-term debt $ — $ — $ — Notes payable 9,843 (692) 9,151 Carrying amount $ 9,843 $(692) $ 9,151 Additional paid-in capital $21,825 $ 692 $22,517 QUARTER ENDING September 30, 2022 As reported Adjustment September 30, 2022 Revised Current maturities of long-term debt $ 4,999 $ — $ 4,999 Notes payable 5,000 (692) 4,308 Carrying amount $ 9,999 $(692) $ 9,307 Additional paid-in capital $21,855 $ 692 $22,547 The Secured Convertible Notes are convertible at the option of the holder beginning at the earlier of (i) the date of effectiveness of a registration statement as contemplated in that certain Registration Rights Agreement entered into between the Company and the purchaser party thereto or (ii) June 14, 2023 at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Secured Convertible Notes also contain customary events of default. At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $9.8 million with a carrying value of $8.3 million, net of discount of $1.5 million. The Company recorded $356,000 and $0 of interest expense for the years ended December 31, 2022 and 2021, respectively. |
WARRANT LIABILITIES (Q1)
WARRANT LIABILITIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
WARRANT LIABILITIES | NOTE 12 – WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, At March 31, 2023, the estimated fair value of the warrants is $491,000. F-12 TABLE OF CONTENTS The Company recorded a change in fair value loss of approximately $153,000 for the three months ended March 31, 2023. These amount is included in the consolidated statements of operations. The fair value is determined in accordance with ASC 820, Fair Value Measurement | NOTE 13 – WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, At December 31, 2022, the estimated fair value of the warrants is $0.3 million. The Company recorded a change in fair value gain of approximately $4.2 million for the year ended December 31, 2022. This amount is included in the statements of operations for the year ended December 31, 2022. The fair value is determined in accordance with ASC 820, Fair Value Measurement |
REVENUE RECOGNITION (Q1)
REVENUE RECOGNITION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | NOTE 13 – REVENUE RECOGNITION Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue. Below is a summary of the impact of the revision for the three months ending March 31, 2022. QUARTER ENDING March 31, 2022 March 31, 2022 As reported Adjustment Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2023 2022 Revenue Brand revenue $ 295 $ 189 Retail revenue 6,862 5,984 Total Revenue $7,157 $6,173 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2023 2022 Brand revenue United States $ 294 $ 189 Canada 1 — Retail revenue United States 6,663 5,844 Canada 199 140 $7,157 $6,173 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 97% of total revenue for the three months ended March 31, 2023 and 98% for the three months ended March 31, 2022. As of March 31, 2023 and December 31, 2022, substantially all of our long-lived assets were attributable to operations in the United States. An immaterial amount of assets are located in Canada. | NOTE 14 – REVENUE RECOGNITION Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue. Below is a summary of the impact of the revision for the previous year. December 31, 2021 As reported Adjustment December 31, 2021 Revised Revenues $24,024 $(662) $23,362 Cost of revenues (6,929) 662 (6,267) Gross profit $17,095 $ — $17,095 Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively. QUARTER ENDING March 31, 2022 As reported Adjustment March 31, 2022 Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 QUARTER ENDING YEAR TO DATE June 30, 2022 As reported Adjustment June 30, 2022 Revised June 30, 2022 As reported Adjustment June 30, 2022 Revised Revenues $ 6,584 $(130) $ 6,454 $12,948 $(321) $12,627 Cost of revenues (1,998) 130 (1,868) (3,841) 321 (3,520) Gross profit $ 4,586 $ — $ 4,586 $ 9,107 $ — $ 9,107 QUARTER ENDING YEAR TO DATE September 30, 2022 As reported Adjustment September 30, 2022 Revised September 30, 2022 As reported Adjustment September 30, 2022 Revised Revenues $ 7,456 $(223) $ 7,233 $20,404 $(544) $19,860 Cost of revenues (1,912) 223 (1,689) (5,754) 544 (5,210) Gross profit $ 5,544 $ — $ 5,544 $14,650 $ — $14,650 The following table represents our revenues disaggregated by type (in thousands): Year ended December 31, 2022 2021 Revenue Brand revenue $ 940 $ 654 Retail revenue 25,689 22,708 Total Revenue $26,629 $23,362 Geographic Information Revenue by geographical region consist of the following (in thousands): Year ended December 31, 2022 2021 Brand revenue United States $ 936 $ 654 Canada 4 — Retail revenue United States 25,075 22,518 Canada 614 190 $26,629 $23,362 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the year ended December 31, 2022 and 99% of total revenue for the year ended December 31, 2021. |
CONTRACT ASSETS AND LIABILITIES
CONTRACT ASSETS AND LIABILITIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
CONTRACT ASSETS AND LIABILITIES | NOTE 14 – CONTRACT ASSETS AND LIABILITIES Contract assets consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred sales commissions $323 $333 The movement in the contract assets during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract assets at start of the period $333 $ 364 Expense deferred during the period 48 176 (less) amounts expensed during the period (58) (207) Contract assets at end of the period $323 $ 333 Contract liabilities consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred retail revenues $263 $277 Deferred brands revenues — 14 Contract liabilities $263 $291 The movement in the contract liabilities during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract liabilities at start of the period $ 291 $ 450 Amounts invoiced during the period 5,027 18,310 Less revenue recognized during the period (5,055) (18,469) Contract liabilities at end of the period $ 263 $ 291 | NOTE 15 – CONTRACT ASSETS AND LIABILITIES Contract Assets (Deferred Cost) Contract assets consisted of the following as of (in thousands): December 31, 2022 2021 Deferred sales commissions $333 $364 Contract liabilities consisted of the following as of (in thousands): December 31, 2022 2021 Deferred retail revenues $277 $332 Deferred brands revenues 14 118 Contract liabilities $291 $450 The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands): Year ended December 31, 2022 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 18,310 13,512 Less revenue recognized during the period (18,469) (13,622) Contract liabilities at end of the period $ 291 $ 450 |
STOCK BASED COMPENSATION (Q1)
STOCK BASED COMPENSATION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 15 – STOCK BASED COMPENSATION At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing. The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan. Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and restricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Legacy Incentive Plan following the business combination. During the three months ended March 31, 2023 and 2022, compensation expense recorded in connection with the Legacy Incentive Plan was $30,000 and $181,000, respectively. During the three months ended March 31, 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $132,000. These charges are recorded in administrative expense on the consolidated statements of operations. The following table summarizes information on stock options outstanding as of March 31, 2023 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable 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, 2023 3,394,753 $ 0.57 3,250,236 5.79 $0.54 Options granted — Options exercised (281,130) $ 0.41 Options forfeited (8,893) $— Options cancelled — $— Outstanding Balance, March 31, 2023 3,104,730 $ 0.59 2,945,020 5.97 $0.56 The intrinsic value of the options exercised during the three months ended March 31, 2023 was $100,000. As of March 31, 2023, the intrinsic value of the 2,945,020 options outstanding and exercisable was $779,000. As of March 31, 2023, the total compensation cost related to non-vested awards not yet recognized was $152,000 with a weighted-average period of 1.25 years over which it is expected to be recognized. The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2023 under the 2022 Incentive Plan: Restricted Stock Units Outstanding Number of RSUs Weighted Average Fair Value (Per Share) Weighted Average Vesting (Years) Outstanding Balance, January 1, 2022 — — RSUs granted 761,500 1.97 RSUs forfeited (36,500) Outstanding Balance, December 31, 2022 725,000 RSUs granted 589,000 0.79 Outstanding Balance, March 31, 2023 1,314,000 $1.44 2.5 The compensation expense recognized for the three months ended March 31, 2023 related to the Restricted Stock Units was $132,000 and the remaining expense of approximately $1.5 million will be recognized in future periods through September 2025. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance. | NOTE 16 – STOCK BASED COMPENSATION At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing. The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan. Prior to the closing of the business combination, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and restricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Legacy Incentive Plan following the business combination. During the years ended December 31, 2022 and 2021, compensation expense recorded in connection with the Company’s incentive plans was $1.2 million and $0.6 million, respectively. These are included in general and administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of December 31, 2022 under the Legacy Incentive Plan: 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 (530,666) $0.55 Options forfeited (61,460) $0.75 Options cancelled (4,791) $0.75 Outstanding Balance, June 14, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 Options exercised (135,090) $0.30 Options forfeited (149,328) $1.11 Outstanding Balance, Dec. 31, 2022 3,394,753 $0.57 3,250,236 5.79 $0.54 The intrinsic value of the options exercised during the years ended December 31, 2022 and 2021 was $3.4 million and $81,000, respectively. With the consummation of the business combination, all outstanding options were vested with the exception of 192,689 options granted to certain executives of the Company. The cost associated with the early vesting was $0.9 million and is included in administrative expense on the statement of operations. During the year ended December 31, 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 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. On July 7, 2022, the Company issued 761,500 Restricted Stock Units to its employees, which were awarded when the price per share was $1.97. By December 31, 2022, 36,500 of the Restricted Stock Units had been forfeited by terminated employees. After forfeitures, the outstanding number of Restricted Stock Units at December 31, 2022 was 725,000. The Restricted Stock Units vest over a 3 year period and have a weighted average remaining vesting term of 2.5 years. The compensation expense recognized for the year ended December 31, 2022 related to the Restricted Stock Units was $246,000 and the remaining expense of approximately $1.2 million will be recognized in future periods. |
LEASES (Q1)
LEASES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES | NOTE 16 – LEASES The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) SpringBig elected to take the cumulative transition approach to accounting for the adoption of the Lease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and 2021 would need to apply ASC 842 only for the year ended December 31, 2022). As of the adoption date of January 1, 2022, the Company recorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the adoption date. 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 $3,000 to $42,000 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. In June of 2022, the Company entered into a lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on a single floor in the same building as the Company currently occupies. The new lease will commence on the sooner of the day the Company takes occupancy or day of substantial completion of leasehold improvements. Neither of these events had taken place as of March 31, 2023. The new lease term is for 98 months. Monthly rental payments range from $38,000 to $48,000 over the life of the lease. As of March 31, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. March 31, December 31, 2023 2022 Balance Sheet Assets: Right of Use Asset - Operating Lease $627 $750 Liabilities Current 422 465 Non-current 233 316 Total Operating Lease Liability $655 $781 For the three months ended March 31, 2023 and March 31, 2022, the Company’s operating lease cost was $133,000 and $89,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Three Months Ended March 31, 2023 Other information Operating lease cost $133 Operating cash flows paid to operating leases $126 Right-of-use assets in exchange for new operating lease liabilities $ — Weighted-average remaining lease term — operating leases (months) 17.90 Weighted-average discount rate — operating leases 5.67% As of March 31, 2023, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $363 2024 322 Total lease payments 685 Less Imputed Interest (30) Present value of lease liabilities $655 | NOTE 18 – LEASES As discussed in Note 2, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) SpringBig elected to take the cumulative transition approach to accounting for the adoption of the Lease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and 2021 would need to apply ASC 842 only for the year ended December 31, 2022). As of the adoption date of January 1, 2022, the Company recorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the adoption date. 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 $3,000 to $42,000 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. In June of 2022, the Company entered into a lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on a single floor in the same building as the Company currently occupies. The new lease will commence on the sooner of the day the Company takes occupancy or day of substantial completion of leasehold improvements. Neither of these events had taken place as of December 31, 2022. The new lease term is for 98 months. Rental payments range from $38,000 to $48,000 over the life of the lease. Rent expense was approximately $846,000 and $644,000 for the years ended December 31, 2022 and 2021, respectively, which is recorded in general and administrative expenses on the consolidated statement of operations. Of the $846,000 for the year ended December 31, 2022, $515,000 related to operating leases under ASC 842 with the remainder attributable to common area maintenance, taxes, and other charges. As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. Balance Sheet Year ended December 31, 2022 Assets: Right of Use Asset - Operating Lease $750 Liabilities Current 465 Non-current 316 Total Operating Lease Liability $781 For the year ending December 31, 2022, the Company’s operating lease cost was $0.5 million. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Other information Operating lease cost $ 515 Operating cash flows from operating leases $ 318 Right-of-use assets obtained in exchange for new operating lease liabilities $ 150 Weighted-average remaining lease term - operating leases (months) 20.4 Weighted-average discount rate - operating leases 6% As of December 31, 2022, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $500 2024 322 Total lease payments 822 Less Imputed Interest (41) Present value of lease liabilities $781 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMITTMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with Jeffrey Harris, CEO of SpringBig, and Paul Sykes, CFO of SpringBig, which became effective as of the consummation of the business combination. 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. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Employee Retention Payroll Tax Credits In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the three months ended March 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded in current liabilities on the consolidated balance sheets. | NOTE 17 – COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with certain of its officers, Jeffrey Harris, CEO, and Paul Sykes, CFO, which became effective as of the Closing. Pursuant to his employment agreement, Mr. Harris will receive an annual salary of $450,000, will be eligible for a target cash incentive opportunity of up to 137.5% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. Pursuant to his employment agreement, Mr. Sykes will receive an annual salary of $350,000, will be eligible for a target cash incentive opportunity of up to 100% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. In addition, the SpringBig board of directors awarded each of Mr. Harris and Mr. Sykes a one-time cash bonus in the amount of $300,000 and $250,000, respectively, which was awarded as of the Closing, the amount is included in administrative expenses on the statement of operations. 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. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. |
FAIR VALUE MEASUREMENTS (Q1)
FAIR VALUE MEASUREMENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 17 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. Liabilities measured at fair value on a recurring basis The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 491 — — 491 $491 $— $— $491 The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy. Warrant liabilities Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company utilizes a fair value approach to account for its warrants based on the quoted price at March 31, 2023, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. At March 31, 2023, the value of the public warrants was approximately $491,200 using a closing price of $0.031. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2023, Warrants Balance, January 1, 2023 $338 Change in fair value 153 Balance, March 31, 2023 $491 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2023 $ 153 There were no transfers of financial liabilities between levels of the fair value hierarchy during the three months ended March 31, 2023. Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk. | NOTE 19 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. . Liabilities measured at fair value on a recurring basis The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 338 — — 338 $338 $— $— $338 The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy. Warrant liabilities Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company utilizes a fair value approach to account for its warrants based on the quoted price at December 31, 2022, and the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. At December 31, 2022, the value of the public and private warrants was approximately $0.3 million using a closing price of $0.0211. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value for the year ended December 31, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination at fair value 4,496 Change in fair value (4,158) Balance, December 31, 2022 $ 338 Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022 $(4,158) During the year ended December 31, 2022, an aggregate of 6,000,000 private placement warrants issued for aggregate consideration of $6.0 million in connection with the business combination were transferred from Level 2 to Level 1 of the fair value hierarchy. These private placement warrants were not transferable, assignable or salable until 30 days after the completion of the business combination (i.e., until July 14, 2022). As of September 30, 2022, the Company was more than 30 days beyond the business combination and hence, the private placement warrants became marketable and Level 1. Other Fair Value Considerations - Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk. |
STOCKHOLDERS' EQUITY (Q1)
STOCKHOLDERS' EQUITY (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 18 – STOCKHOLDERS’ EQUITY The Consolidated Statements of Changes in Stockholders’ Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 9, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated). Immediately after giving effect to the business combination, the following equity securities of SpringBig were issued and outstanding: (i) 5,752,388 shares of SpringBig common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor (as defined below) upon conversion of warrants to purchase Tuatara Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes. Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversion rate of all preferred stock was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date. With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a. 7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b. 2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c. 1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share. | NOTE 20 – STOCKHOLDERS’ EQUITY The Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 9, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated). Immediately after giving effect to the business combination, the following equity securities of the SpringBig, were issued and outstanding: (i) 5,752,388 shares of SpringBig, common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor upon conversion of warrants to purchase Tuatara Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes. Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible 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 was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date. With the consummation of the business combination, Legacy SpringBig. issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the business combination and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a. 7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b. 2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c. 1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share. |
NET LOSS PER SHARE (Q1)
NET LOSS PER SHARE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | NOTE 19 – NET LOSS PER SHARE Given the consummation of the business combination, ASC 805, Business Combination As of March 31, 2023 and 2022, there were 26,940,841 and 17,884,588 shares 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. 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, 2023 and 2022, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2023 2022 Loss per share: Numerator: Net loss $ (2,262) $ (2,866) Denominator Weighted-average common shares outstanding Basic and diluted 26,803,839 13,571,872 Net loss per common share Basic and diluted $ (0.08) $ (0.21) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 Shares unvested and subject to exercise of stock options 120,431 4,154,898 Shares subject to outstanding common stock options 2,945,020 2,515,944 Shares subject to convertible notes stock conversion 695,261 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 1,314,000 — | NOTE 21 – NET LOSS PER SHARE Given the consummation of the business combination, ASC 805 Business Combination As of December 31, 2022 and 2021, there were 26,659,711 and 17,862,108 shares 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. 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 years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data). Years Ended December 31, 2022 2021 Loss per share: Numerator: Net loss $ (13,076) $ (5,750) Denominator Weighted-average common shares outstanding Basic and diluted 22,287,828 17,771,960 Net loss per common share Basic and diluted $ (0.59) $ (0.32) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Shares unvested and subject to exercise of stock options 144,517 4,628,311 Shares subject to outstanding common stock options 3,250,236 2,174,126 Shares subject to convertible notes stock conversion 816,667 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 725,000 — |
BENEFIT PLAN (Q1)
BENEFIT PLAN (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | ||
BENEFIT PLAN | NOTE 20 – 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 $158,000 and $69,000 for the three months ended March 31, 2023 and 2022, respectively. | NOTE 22 – 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 $502,000 and $239,000 for the years ended December 31, 2022 and 2021, respectively. |
INCOME TAXES (Q1)
INCOME TAXES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 21 – INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets. | NOTE 23 – INCOME TAXES The provision (benefit) for income taxes consist of the following, (in thousands): Years Ended December 31, 2022 2021 Provision (benefit) for income taxes Current Federal $— $— State 1 1 International 2 1 $ 3 $ 2 U.S. and foreign components of loss from operations before income taxes were as follows (in thousands): Years Ended December 31, 2022 2021 Loss from operations U.S. $(11,825) $(4,979) Foreign (1,248) (769) $(13,073) $(5,748) 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, 2022 December 31, 2021 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(2,754) 21% $(1,207) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 5% 1 —% Foreign income and losses taxed at different rates (68) 1% (51) 1% Change in valuation allowance 4,122 (32)% 1,620 (28)% Paycheck protection program forgiveness — —% (165) 3% Non-deductible or non-taxable items (1,302) 5% (194) 3% Foreign income taxes 2 —% — —% Effect of income tax rate changes on deferred items 2 —% (2) —% Provision (benefit) for income taxes $ 3 —% $ 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, 2022 and 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 for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses and other liabilities $ 376 $ 76 Net operating loss - US Federal 5,556 2,562 Net operating loss - US State 1,188 594 Net operating loss - Foreign 575 246 Property and equipment, net 8 — Operating lease liability 198 — Stock based compensation 215 132 Total gross deferred tax assets $ 8,116 $ 3,610 Less: valuation allowance (7,506) (3,385) Total deferred tax assets 610 225 Deferred tax liabilities: Prepaid expenses and other assets $ (420) $ (191) Operating lease right of use asset (190) — Property and equipment, net — (34) Total deferred tax liabilities (610) (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, 2022 and 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 December 31, 2022, the Company has federal net operating loss available to carryforward of approximately $26.4 million which will be carried forward indefinitely. Pursuant to IRC §382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. The Company has not determined whether such a change has occurred and accordingly, the utilization of the net operating loss carryforwards may be subject to certain limitations. The Company has state net and foreign operating loss available to carryforward of approximately $27.2 million and $2.2 million, respectively, which begin expiring in 2030 and 2037, respectively, as of December 31, 2022. 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, 2022 and 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, 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, 2022 and 2021, 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, 2022 and 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 2019 through 2021 tax years are open for examination for federal and state taxing authorities. |
SUBSEQUENT EVENTS (Q1)
SUBSEQUENT EVENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS Management has considered subsequent events through May 4, 2023, the date this report was issued, and there were no events that required additional disclosure. | NOTE 24 – SUBSEQUENT EVENTS Management has considered subsequent events through March 28, 2023, the date this report was issued, and there were no events that required additional disclosure. |
DESCRIPTION OF BUSINESS (FY)
DESCRIPTION OF BUSINESS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “SpringBig”) developed a software platform 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 headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. See Note 9, Business Combination, to these consolidated financial statements for further information. While the legal acquirer in the business combination is SpringBig for financial accounting and reporting purposes under U.S. GAAP, Legacy SpringBig is the accounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 11, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the historical financial statements, and operations prior to the closing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly-traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the $7.0 million in Convertible Notes proceeds, which were received in February 2022 in connection with Legacy SpringBig’s issuance of such notes (and which Convertible Notes and the interest due thereon were converted into common stock in connection with the business combination. See Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the amount received at the Closing, approximately $8.8 million represented cash from the TCAC trust related to unredeemed shares; $6.1 million represented proceeds from the subscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.7 million, resulting in net business combination proceeds of $10.1 million. | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,” or “SpringBig”) developed a software platform 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 headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “ TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. See Note 9, Business Combination, to these consolidated financial statements for further information. While the legal acquirer in the business combination is SpringBig for financial accounting and reporting purposes under U.S. GAAP, Legacy SpringBig is the accounting acquirer, with the merger accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig. Under this accounting method, SpringBig is treated as the “acquired” company and Legacy SpringBig is the accounting acquirer, with the transaction treated as a recapitalization of Legacy SpringBig. SpringBig’s assets, liabilities and results of operations were consolidated with Legacy SpringBig’s beginning on the date of the business combination. Except for certain warrant liabilities, the assets and liabilities of SpringBig were recognized at historical cost (which is consistent with carrying value) and were not material, with no goodwill or other intangible assets recorded. The warrant liabilities, which are discussed in Note 13, Warrant Liabilities, were recorded at fair value. The consolidated assets, liabilities, and results of operations of Legacy SpringBig became the historical financial statements, and operations prior to the closing of the business combination presented for comparative purposes are those of Legacy SpringBig. Pre-merger shares of common stock and preferred stock of Legacy SpringBig were converted to shares of common stock of the combined company using the conversion ratio of 0.59289 and for comparative purposes, the shares and net loss per share of Legacy SpringBig prior to the merger have been retroactively restated using the conversion ratio. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly-traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, which were in addition to the $7.0 million in Convertible Notes proceeds, which were received in February 2022 in connection with Legacy SpringBig’s issuance of such notes (and which Convertible Notes and the interest due thereon were converted into common stock in connection with the business combination. See Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements). Of the amount received at the Closing, approximately $8.8 million represented cash from the TCAC trust related to unredeemed shares; $6.1 million represented proceeds from the subscription for common stock from certain investors (the “PIPE Financing”), and $10.0 million from the Secured Convertible Note (defined below). The Company incurred additional cash and non cash expenses totaling $8.7 million, resulting in net business combination proceeds of $10.1 million. Common Stock Purchase Agreement On April 29, 2022, the Company entered into a Common Stock Purchase Agreement (as amended, the “Stock Purchase Agreement”) with CF Principal Investments LLC (“Cantor”), an affiliate of Cantor Fitzgerald L.P. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions (the “Facility”). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 its wholly owned subsidiaries. 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”). The unaudited consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2023. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2022, as reported in the 2022 Annual Report on Form 10-K. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $28.6 million as of March 31, 2023. Cash flows realized through operating activities were $0.4 million for the three months ended March 31, 2023. For the three months ending March 31, 2022, cash flows used in operating activities were $2.4 million. As of March 31, 2023, the Company had a working capital deficit of approximately $4.7 million, inclusive of $2.6 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, its Stock Purchase Agreement and strategic capital raises. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements. 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 “other comprehensive income” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Deferred Payroll Tax Credits The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related these types of credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. 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. 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. See Effective Accounting Pronouncements We had one customer representing 12% of our total revenues for the three months ended March 31, 2023. By comparison, we had no customers representing more than 10% of total revenues for the three months ended March 31, 2022. At March 31, 2023, we had two customers representing 23% of accounts receivable, and one customer representing 12% of accounts receivable at December 31, 2022. Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. 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 three commercial banks. As of March 31, 2023 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $2.1 million as of March 31, 2023. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses (“ACL”) is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. Effective Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended March 31, 2023. | 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 its wholly owned subsidiaries. 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 $26.3 million as of December 31, 2022. Cash flows used in operating activities were $14.5 million and $7.9 million, for the twelve months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had a working capital deficit of approximately $1.5 million, inclusive of $3.5 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 including, but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers, its Stock Purchase Agreement and strategic capital raises. The ultimate success of these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we concluded that there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying consolidated financial statements. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. 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. 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. We had one customer representing 11% of total revenues for the twelve months ended December 31, 2022. By comparison, we had one customer that represented 11% of total revenues for the same period ended December 31, 2021. At December 31, 2022 and December 31, 2021, the same customer represented 12% and 28% of accounts receivable, respectively. Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. 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 three commercial banks. As of December 31, 2022, the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by $3.2 million as of December 31, 2022. We monitor the financial condition of such institution and have not experienced any losses associated with these 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. 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. 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 2022 or 2021. Business Combinations 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 The business combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other acquisition and amortized over its useful life of 3 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 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 software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Brand customers - a customer can purchase use of the Company’s software, which includes a certain amount of messaging credits to be utilized over a specified period of time. The Company recognizes revenue monthly based on the credits used each month which depicts the best transfer of control. 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 to twelve months from brand customers. 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. Customer discounts are netted against revenue and are recognized as incurred. 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 costs were $174,000 and $96,000 for the years ended December 31, 2022 and December 31, 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 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, 2022 and 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. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended December 31, 2022. 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 August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 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 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors-Certain Leases with Variable Lease Payments The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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 October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer |
ACCOUNTS RECEIVABLE (FY)
ACCOUNTS RECEIVABLE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 4,048 $ 3,639 Unbilled receivables 743 731 Total Receivables 4,791 4,370 Less allowance for doubtful accounts (1,623) (1,481) Accounts receivable, net $ 3,168 $ 2,889 Bad debt expense was $169,000 and $33,000 for the three months ended March 31, 2023 and 2022, respectively. | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 3,639 $2,536 Unbilled receivables 731 806 Total receivables 4,370 3,342 Less allowance for doubtful accounts (1,481) (297) Accounts receivable, net $ 2,889 $3,045 Bad debt expense was $1.5 million and $216,000 for the years ending December 31, 2022 and 2021, respectively. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid insurance $ 374 $ 834 Other prepaid expenses 564 582 Deposits 88 89 $1,026 $1,505 | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid insurance $ 834 $ 15 Other prepaid expenses 582 828 Deposits 89 84 $1,505 $927 |
PROPERTY AND EQUIPMENT (FY)
PROPERTY AND EQUIPMENT (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): March 31, 2023 December 31, 2022 Computer equipment $342 $333 Furniture & Fixtures 15 15 March 31, 2023 December 31, 2022 Data warehouse 286 286 Software 197 197 Total Cost 840 831 Less accumulated depreciation and amortization (522) (456) Property and Equipment $ 318 $ 375 The useful life of computer equipment, software, furniture and fixtures, and the data warehouse is 3 years. Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 was $66,000 and $59,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): December 31, 2022 2021 Computer equipment $ 333 $ 225 Furniture & Fixtures 15 — Data warehouse 286 256 Software 197 196 Total Cost 831 677 Less accumulated depreciation and amortization (456) (197) Property and Equipment $ 375 $ 480 The useful life of computer equipment, furniture and fixtures, software and the data warehouse is 3 years. Depreciation and amortization expenses for the years ended December 31, 2022 and 2021 were $259,000 and $173,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. |
CONVERTIBLE NOTE RECEIVABLE (FY
CONVERTIBLE NOTE RECEIVABLE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
CONVERTIBLE NOTE RECEIVABLE | NOTE 6 – CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable which is payable at maturity. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible in equity securities of the borrower in the event that the borrower issues and sells shares to investors on or before the maturity date, subject to certain other conditions. The conversion price is based on the occurrence of certain actions by the issuer. The Company earned $3,000 in interest income on the Convertible Note Receivable for the three months ended March 31, 2023. | NOTE 6 – CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrues interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable. The issuer may not prepay the note prior to its maturity date without the consent of the Company. The Convertible Note Receivable is convertible into common stock of the issuer, and the conversion price is based on the occurrence of certain actions by the issuer. The Company earned $9,000 in interest income on the Convertible Note Receivable for the year ended December 31, 2022. |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued wages, commission and bonus $ 570 $1,145 Accrued expenses 434 148 Deferred financial advisory fees 1,000 1,000 Other liabilities 165 261 $2,169 $2,554 | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued wages, commission and bonus $1,145 $ 805 Accrued professional fees 148 155 Other liabilities 261 959 Financial advisory fees payable 1,000 — $2,554 $1,919 |
RELATED PARTY TRANSACTIONS (FY)
RELATED PARTY TRANSACTIONS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $4,000 for the three months ended March 31, 2023, with $29,000 for the three months ended March 31, 2022, respectively. Amounts due to this related party were $3,000 and $3,000 at March 31, 2023 and December 31, 2022, respectively, and the related expense is recorded to technology and software development costs on the consolidated statement of operations. | NOTE 8 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $153,000 and $408,000 for the years ended December 31, 2022 and 2021, respectively. These amounts are included in technology and software development expenses. At December 31, 2022 and 2021, the Company has recorded $3,000 and $4,000, respectively, in accounts payable related to this related party vendor. |
BUSINESS COMBINATIONS (FY)
BUSINESS COMBINATIONS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | ||
BUSINESS COMBINATIONS | NOTE 9 – BUSINESS COMBINATION The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note. On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. In connection with the Facility, the Company incurred a $1.5 million commitment fee which it settled in exchange for 877,193 shares of common stock. The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information. | NOTE 9 – BUSINESS COMBINATIONS Reverse Merger The business combination between Tuatara and Legacy SpringBig was consummated on June 14, 2022. Holders of an aggregate of 19,123,806 Class A ordinary shares of Tuatara sold in its initial public offering properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from Tuatara’s IPO, which was approximately $10.01 per share, or $191,437,817 in the aggregate. The holders that did not elect to have their shares redeemed, received, following the domestication, additional shares of common stock which amounted to 876,194 shares of common stock, resulting in total shares of 1,752,388. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Global Market. The Company received net proceeds of $18.8 million, with gross proceeds of $25.1 million, in addition to the $7.0 million Convertible Notes which were issued in February 2022 and were converted into common stock at the Closing, see Note 10, 15% Convertible Promissory Notes, to these consolidated financial statements for further information. Of the amounts received, approximately $8.8 million represents remaining funds for unredeemed shares from the TCAC trust; $6.1 million from PIPE Financing proceeds and $10.0 million from the Secured Convertible Note. On consummation of the Business Combination, Legacy SpringBig options were converted into options of SpringBig as disclosed in Note 16. On April 29, 2022, the Company entered into the Stock Purchase Agreement with Cantor, which was subsequently amended on July 20, 2022. The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to Cantor, and Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share, subject to certain terms and conditions. During the three months ended September 30, 2022, the Company issued 877,193 shares to satisfy a $1.5 million commitment fee for the Cantor Equity Facility. The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 Of the 1,341,356 shares of common stock shown above, 730,493 shares were issued to holders of the Convertible Note (which was converted at Closing), representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. See Note 10, 15% Convertible Promissory Note, to these consolidated financial statements for further information. Acquisition of Beaches Development Group Ltd In January 2021, Legacy SpringBig formed Medici Canada LLC, an indirect 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 107,296 shares of the Company’s common stock, par value $0.0001 per share (180,972 converted at a conversion rate of 0.59289 into SpringBig Holdings, Inc. shares), valued at $135,000 plus cash consideration of $155,000. The purchase price allocation is as follows (in thousands): Fair value of shares $135 Less: Post combination cost - restricted shares (85 ) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 107,296 shares, 39,762 shares with a value of approximately $50,000 were issued to the sellers at the closing of the transaction. Two of the sellers signed employment contracts with Beaches Development Group LTD; 67,535 shares were allocated to them as purchase consideration with a value of $85,000 and were unvested as of the closing date of the acquisition (the “acquisition date”). Such unvested shares were scheduled to vest, over a two-year period, with 50% in the first year and the remaining 50% in the second year following the acquisition date. As a result, the shares were treated as post-combination expense and were restricted at the time of issuance. All unvested shares were subsequently vested with the consummation of the business combination on June 14, 2022. Approximately $23,000 of the cash price was initially withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity to be released to the seller’s representative. The indemnity holdback was paid to the seller during the year ended December 31, 2022. Medici Canada LLC 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 sheet as of December 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 $65,000 and $60,000, respectively, for the years ended December 31, 2022 and 2021, which is included in general and administrative expenses in the consolidated statement of operation. The aggregate remaining amortization expense is approximately $71,000. |
15% CONVERTIBLE PROMISSORY NO_2
15% CONVERTIBLE PROMISSORY NOTES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
15% CONVERTIBLE PROMISSORY NOTES | NOTE 10 – 15% CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% 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. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. During the three months ended March 31, 2022, the Company recorded $89,000 of interest expense on the Convertible Notes. | NOTE 10 – 15% CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of convertible promissory notes due September 30, 2022 (the “Convertible Notes”). The Convertible Notes accrued interest at the rate of 15% 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. Under the terms of such notes, the conversion of the Convertible Notes could be triggered by the closing of the business combination between Tuatara and Legacy SpringBig, the occurrence of the stated maturity date, or in connection with certain equity issuances. The Convertible Notes contained customary events of default such as failures to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Notes and commencement of bankruptcy. In connection with the consummation of the business combination, the Convertible Notes and outstanding accrued interest converted in full into 730,493 shares of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $305,000, in accordance with the terms of the Convertible Notes. |
SENIOR SECURED CONVERTIBLE NO_2
SENIOR SECURED CONVERTIBLE NOTES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
SENIOR SECURED CONVERTIBLE NOTES | NOTE 11 – SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which, along with equal principal payments through June 2024, are due in cash in arrears beginning six months after the notes’ issuance. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatilty of 65%, and a time to maturity of five years. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of March 31, 2023. The Note is currently convertible at the option of the holder at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Notes also contains customary events of default. At March 31, 2023, the outstanding principal of the Secured Convertible Notes was $8.3 million with a carrying value of $7.1 million, net of a discount of $1.2 million. The Company recorded $391,000 of interest expense related to the Secured Convertible Notes for the three months ended March 31, 2023. | NOTE 11 – SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum which is payable in cash quarterly in arrears through June 2024. The principal is payable in equal amounts monthly through June 2024 beginning six months after the issuance of the Secured Convertible Notes. The Company may, at its option, satisfy each principal payment either in cash or, if certain conditions set forth in the Secured Convertible Notes are met, by issuing a number of shares of common stock equal to the amount due on such date divided by the lower of (i) the number of shares determined based on at a rate of $12.00 per share or (ii) 93% of the volume-weighted average price prior to such monthly payment date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 was also issued in a private placement with the purchaser party thereto. The Convertible Warrant is exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share, subject to certain anti-dilution adjustments. Warrants are classified as equity on SpringBig’s consolidated balance sheet as of December 31, 2022. The Company performed a Black-Scholes calculation as of June 14, 2022 to determine the fair value of the Convertible Warrant on such date using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatility of 65%, and a time to maturity of five years. It was determined that the fair value of the Convertible Warrant on June 14, 2022 was approximately $839,000 as compared to the previously reported fair value of $147,000. Accordingly, SpringBig recorded an adjustment of approximately $692,000 to reduce the carrying value of the L1 Note and increase additional paid-in capital as of June 14, 2022. Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively. QUARTER ENDING June 30, 2022 As reported Adjustment June 30, 2022 Revised Current maturities of long-term debt $ — $ — $ — Notes payable 9,843 (692) 9,151 Carrying amount $ 9,843 $(692) $ 9,151 Additional paid-in capital $21,825 $ 692 $22,517 QUARTER ENDING September 30, 2022 As reported Adjustment September 30, 2022 Revised Current maturities of long-term debt $ 4,999 $ — $ 4,999 Notes payable 5,000 (692) 4,308 Carrying amount $ 9,999 $(692) $ 9,307 Additional paid-in capital $21,855 $ 692 $22,547 The Secured Convertible Notes are convertible at the option of the holder beginning at the earlier of (i) the date of effectiveness of a registration statement as contemplated in that certain Registration Rights Agreement entered into between the Company and the purchaser party thereto or (ii) June 14, 2023 at an initial conversion share price of $12.00 per share. The Secured Convertible Notes are secured against substantially all the assets of the Company and each material subsidiary, including Legacy SpringBig. The Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries); issue additional equity (outside of the equity facility with Cantor, issuances under our equity compensation plan and other limited exceptions); enter into variable rate transactions (exclusive of the equity facility with Cantor); and adopt certain amendments to our governing documents, among other restrictions. The Secured Convertible Notes also contain customary events of default. At December 31, 2022, the outstanding principal of the Secured Convertible Notes was $9.8 million with a carrying value of $8.3 million, net of discount of $1.5 million. The Company recorded $356,000 and $0 of interest expense for the years ended December 31, 2022 and 2021, respectively. |
PAYCHECK PROTECTION PROGRAM (FY
PAYCHECK PROTECTION PROGRAM (FY) | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
PAYCHECK PROTECTION PROGRAM | NOTE 12 – PAYCHECK PROTECTION PROGRAM 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. |
WARRANT LIABILITIES (FY)
WARRANT LIABILITIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
WARRANT LIABILITIES | NOTE 12 – WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, At March 31, 2023, the estimated fair value of the warrants is $491,000. F-12 TABLE OF CONTENTS The Company recorded a change in fair value loss of approximately $153,000 for the three months ended March 31, 2023. These amount is included in the consolidated statements of operations. The fair value is determined in accordance with ASC 820, Fair Value Measurement | NOTE 13 – WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, At December 31, 2022, the estimated fair value of the warrants is $0.3 million. The Company recorded a change in fair value gain of approximately $4.2 million for the year ended December 31, 2022. This amount is included in the statements of operations for the year ended December 31, 2022. The fair value is determined in accordance with ASC 820, Fair Value Measurement |
REVENUE RECOGNITION (FY)
REVENUE RECOGNITION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | NOTE 13 – REVENUE RECOGNITION Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue. Below is a summary of the impact of the revision for the three months ending March 31, 2022. QUARTER ENDING March 31, 2022 March 31, 2022 As reported Adjustment Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2023 2022 Revenue Brand revenue $ 295 $ 189 Retail revenue 6,862 5,984 Total Revenue $7,157 $6,173 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2023 2022 Brand revenue United States $ 294 $ 189 Canada 1 — Retail revenue United States 6,663 5,844 Canada 199 140 $7,157 $6,173 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 97% of total revenue for the three months ended March 31, 2023 and 98% for the three months ended March 31, 2022. As of March 31, 2023 and December 31, 2022, substantially all of our long-lived assets were attributable to operations in the United States. An immaterial amount of assets are located in Canada. | NOTE 14 – REVENUE RECOGNITION Effective January 1, 2022 the Company corrected the classification of credits given to customers to report the credits as a reduction of revenue. Below is a summary of the impact of the revision for the previous year. December 31, 2021 As reported Adjustment December 31, 2021 Revised Revenues $24,024 $(662) $23,362 Cost of revenues (6,929) 662 (6,267) Gross profit $17,095 $ — $17,095 Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2022, respectively. QUARTER ENDING March 31, 2022 As reported Adjustment March 31, 2022 Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 QUARTER ENDING YEAR TO DATE June 30, 2022 As reported Adjustment June 30, 2022 Revised June 30, 2022 As reported Adjustment June 30, 2022 Revised Revenues $ 6,584 $(130) $ 6,454 $12,948 $(321) $12,627 Cost of revenues (1,998) 130 (1,868) (3,841) 321 (3,520) Gross profit $ 4,586 $ — $ 4,586 $ 9,107 $ — $ 9,107 QUARTER ENDING YEAR TO DATE September 30, 2022 As reported Adjustment September 30, 2022 Revised September 30, 2022 As reported Adjustment September 30, 2022 Revised Revenues $ 7,456 $(223) $ 7,233 $20,404 $(544) $19,860 Cost of revenues (1,912) 223 (1,689) (5,754) 544 (5,210) Gross profit $ 5,544 $ — $ 5,544 $14,650 $ — $14,650 The following table represents our revenues disaggregated by type (in thousands): Year ended December 31, 2022 2021 Revenue Brand revenue $ 940 $ 654 Retail revenue 25,689 22,708 Total Revenue $26,629 $23,362 Geographic Information Revenue by geographical region consist of the following (in thousands): Year ended December 31, 2022 2021 Brand revenue United States $ 936 $ 654 Canada 4 — Retail revenue United States 25,075 22,518 Canada 614 190 $26,629 $23,362 Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the year ended December 31, 2022 and 99% of total revenue for the year ended December 31, 2021. |
CONTRACT ASSETS AND LIABILITI_2
CONTRACT ASSETS AND LIABILITIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
CONTRACT ASSETS AND LIABILITIES | NOTE 14 – CONTRACT ASSETS AND LIABILITIES Contract assets consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred sales commissions $323 $333 The movement in the contract assets during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract assets at start of the period $333 $ 364 Expense deferred during the period 48 176 (less) amounts expensed during the period (58) (207) Contract assets at end of the period $323 $ 333 Contract liabilities consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred retail revenues $263 $277 Deferred brands revenues — 14 Contract liabilities $263 $291 The movement in the contract liabilities during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract liabilities at start of the period $ 291 $ 450 Amounts invoiced during the period 5,027 18,310 Less revenue recognized during the period (5,055) (18,469) Contract liabilities at end of the period $ 263 $ 291 | NOTE 15 – CONTRACT ASSETS AND LIABILITIES Contract Assets (Deferred Cost) Contract assets consisted of the following as of (in thousands): December 31, 2022 2021 Deferred sales commissions $333 $364 Contract liabilities consisted of the following as of (in thousands): December 31, 2022 2021 Deferred retail revenues $277 $332 Deferred brands revenues 14 118 Contract liabilities $291 $450 The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands): Year ended December 31, 2022 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 18,310 13,512 Less revenue recognized during the period (18,469) (13,622) Contract liabilities at end of the period $ 291 $ 450 |
STOCK BASED COMPENSATION (FY)
STOCK BASED COMPENSATION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 15 – STOCK BASED COMPENSATION At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing. The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan. Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and restricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Legacy Incentive Plan following the business combination. During the three months ended March 31, 2023 and 2022, compensation expense recorded in connection with the Legacy Incentive Plan was $30,000 and $181,000, respectively. During the three months ended March 31, 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $132,000. These charges are recorded in administrative expense on the consolidated statements of operations. The following table summarizes information on stock options outstanding as of March 31, 2023 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable 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, 2023 3,394,753 $ 0.57 3,250,236 5.79 $0.54 Options granted — Options exercised (281,130) $ 0.41 Options forfeited (8,893) $— Options cancelled — $— Outstanding Balance, March 31, 2023 3,104,730 $ 0.59 2,945,020 5.97 $0.56 The intrinsic value of the options exercised during the three months ended March 31, 2023 was $100,000. As of March 31, 2023, the intrinsic value of the 2,945,020 options outstanding and exercisable was $779,000. As of March 31, 2023, the total compensation cost related to non-vested awards not yet recognized was $152,000 with a weighted-average period of 1.25 years over which it is expected to be recognized. The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2023 under the 2022 Incentive Plan: Restricted Stock Units Outstanding Number of RSUs Weighted Average Fair Value (Per Share) Weighted Average Vesting (Years) Outstanding Balance, January 1, 2022 — — RSUs granted 761,500 1.97 RSUs forfeited (36,500) Outstanding Balance, December 31, 2022 725,000 RSUs granted 589,000 0.79 Outstanding Balance, March 31, 2023 1,314,000 $1.44 2.5 The compensation expense recognized for the three months ended March 31, 2023 related to the Restricted Stock Units was $132,000 and the remaining expense of approximately $1.5 million will be recognized in future periods through September 2025. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance. | NOTE 16 – STOCK BASED COMPENSATION At the Special Meeting, in connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing. The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan. Prior to the closing of the business combination, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. The Legacy Incentive Plan permitted the grant of incentive stock options, non-qualified stock options, restricted stock awards, and restricted stock unit awards to Legacy SpringBig and its affiliates’ employees, consultants and directors. SpringBig will not grant any additional awards under the Legacy Incentive Plan following the business combination. During the years ended December 31, 2022 and 2021, compensation expense recorded in connection with the Company’s incentive plans was $1.2 million and $0.6 million, respectively. These are included in general and administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of December 31, 2022 under the Legacy Incentive Plan: 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 (530,666) $0.55 Options forfeited (61,460) $0.75 Options cancelled (4,791) $0.75 Outstanding Balance, June 14, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 Options exercised (135,090) $0.30 Options forfeited (149,328) $1.11 Outstanding Balance, Dec. 31, 2022 3,394,753 $0.57 3,250,236 5.79 $0.54 The intrinsic value of the options exercised during the years ended December 31, 2022 and 2021 was $3.4 million and $81,000, respectively. With the consummation of the business combination, all outstanding options were vested with the exception of 192,689 options granted to certain executives of the Company. The cost associated with the early vesting was $0.9 million and is included in administrative expense on the statement of operations. During the year ended December 31, 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 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. On July 7, 2022, the Company issued 761,500 Restricted Stock Units to its employees, which were awarded when the price per share was $1.97. By December 31, 2022, 36,500 of the Restricted Stock Units had been forfeited by terminated employees. After forfeitures, the outstanding number of Restricted Stock Units at December 31, 2022 was 725,000. The Restricted Stock Units vest over a 3 year period and have a weighted average remaining vesting term of 2.5 years. The compensation expense recognized for the year ended December 31, 2022 related to the Restricted Stock Units was $246,000 and the remaining expense of approximately $1.2 million will be recognized in future periods. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 16 – COMITTMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with Jeffrey Harris, CEO of SpringBig, and Paul Sykes, CFO of SpringBig, which became effective as of the consummation of the business combination. 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. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Employee Retention Payroll Tax Credits In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the three months ended March 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded in current liabilities on the consolidated balance sheets. | NOTE 17 – COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment agreements with certain of its officers, Jeffrey Harris, CEO, and Paul Sykes, CFO, which became effective as of the Closing. Pursuant to his employment agreement, Mr. Harris will receive an annual salary of $450,000, will be eligible for a target cash incentive opportunity of up to 137.5% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. Pursuant to his employment agreement, Mr. Sykes will receive an annual salary of $350,000, will be eligible for a target cash incentive opportunity of up to 100% of his annual base salary, and will be eligible to receive equity incentive awards under SpringBig’s long-term incentive plan as in effect from time to time. In addition, the SpringBig board of directors awarded each of Mr. Harris and Mr. Sykes a one-time cash bonus in the amount of $300,000 and $250,000, respectively, which was awarded as of the Closing, the amount is included in administrative expenses on the statement of operations. 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. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. |
LEASES (FY)
LEASES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
LEASES | NOTE 16 – LEASES The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) SpringBig elected to take the cumulative transition approach to accounting for the adoption of the Lease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and 2021 would need to apply ASC 842 only for the year ended December 31, 2022). As of the adoption date of January 1, 2022, the Company recorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the adoption date. 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 $3,000 to $42,000 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. In June of 2022, the Company entered into a lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on a single floor in the same building as the Company currently occupies. The new lease will commence on the sooner of the day the Company takes occupancy or day of substantial completion of leasehold improvements. Neither of these events had taken place as of March 31, 2023. The new lease term is for 98 months. Monthly rental payments range from $38,000 to $48,000 over the life of the lease. As of March 31, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. March 31, December 31, 2023 2022 Balance Sheet Assets: Right of Use Asset - Operating Lease $627 $750 Liabilities Current 422 465 Non-current 233 316 Total Operating Lease Liability $655 $781 For the three months ended March 31, 2023 and March 31, 2022, the Company’s operating lease cost was $133,000 and $89,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Three Months Ended March 31, 2023 Other information Operating lease cost $133 Operating cash flows paid to operating leases $126 Right-of-use assets in exchange for new operating lease liabilities $ — Weighted-average remaining lease term — operating leases (months) 17.90 Weighted-average discount rate — operating leases 5.67% As of March 31, 2023, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $363 2024 322 Total lease payments 685 Less Imputed Interest (30) Present value of lease liabilities $655 | NOTE 18 – LEASES As discussed in Note 2, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) SpringBig elected to take the cumulative transition approach to accounting for the adoption of the Lease Standard. This approach requires entities to apply the ASC 842 requirements in the period of adoption (i.e., assuming an adoption date of January 1, 2022, SpringBig’s comparative financial statements for the years ended December 31, 2022 and 2021 would need to apply ASC 842 only for the year ended December 31, 2022). As of the adoption date of January 1, 2022, the Company recorded ROU assets of $1.1 million and lease liabilities of $1.1 million. A cumulative effect adjustment to equity of $31,000 was recorded as of the adoption date. 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 $3,000 to $42,000 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. In June of 2022, the Company entered into a lease with the current landlord for the Company’s corporate headquarters under which the current leases will be replaced by the new lease on a single floor in the same building as the Company currently occupies. The new lease will commence on the sooner of the day the Company takes occupancy or day of substantial completion of leasehold improvements. Neither of these events had taken place as of December 31, 2022. The new lease term is for 98 months. Rental payments range from $38,000 to $48,000 over the life of the lease. Rent expense was approximately $846,000 and $644,000 for the years ended December 31, 2022 and 2021, respectively, which is recorded in general and administrative expenses on the consolidated statement of operations. Of the $846,000 for the year ended December 31, 2022, $515,000 related to operating leases under ASC 842 with the remainder attributable to common area maintenance, taxes, and other charges. As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. Balance Sheet Year ended December 31, 2022 Assets: Right of Use Asset - Operating Lease $750 Liabilities Current 465 Non-current 316 Total Operating Lease Liability $781 For the year ending December 31, 2022, the Company’s operating lease cost was $0.5 million. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Other information Operating lease cost $ 515 Operating cash flows from operating leases $ 318 Right-of-use assets obtained in exchange for new operating lease liabilities $ 150 Weighted-average remaining lease term - operating leases (months) 20.4 Weighted-average discount rate - operating leases 6% As of December 31, 2022, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $500 2024 322 Total lease payments 822 Less Imputed Interest (41) Present value of lease liabilities $781 |
FAIR VALUE MEASUREMENTS (FY)
FAIR VALUE MEASUREMENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 17 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. Liabilities measured at fair value on a recurring basis The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 491 — — 491 $491 $— $— $491 The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy. Warrant liabilities Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company utilizes a fair value approach to account for its warrants based on the quoted price at March 31, 2023, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. At March 31, 2023, the value of the public warrants was approximately $491,200 using a closing price of $0.031. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2023, Warrants Balance, January 1, 2023 $338 Change in fair value 153 Balance, March 31, 2023 $491 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2023 $ 153 There were no transfers of financial liabilities between levels of the fair value hierarchy during the three months ended March 31, 2023. Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk. | NOTE 19 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. . Liabilities measured at fair value on a recurring basis The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 338 — — 338 $338 $— $— $338 The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy. Warrant liabilities Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company utilizes a fair value approach to account for its warrants based on the quoted price at December 31, 2022, and the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings. At December 31, 2022, the value of the public and private warrants was approximately $0.3 million using a closing price of $0.0211. Changes in Fair Value The following tables provides a roll-forward in the changes in fair value for the year ended December 31, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination at fair value 4,496 Change in fair value (4,158) Balance, December 31, 2022 $ 338 Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022 $(4,158) During the year ended December 31, 2022, an aggregate of 6,000,000 private placement warrants issued for aggregate consideration of $6.0 million in connection with the business combination were transferred from Level 2 to Level 1 of the fair value hierarchy. These private placement warrants were not transferable, assignable or salable until 30 days after the completion of the business combination (i.e., until July 14, 2022). As of September 30, 2022, the Company was more than 30 days beyond the business combination and hence, the private placement warrants became marketable and Level 1. Other Fair Value Considerations - Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk. |
STOCKHOLDERS' EQUITY (FY)
STOCKHOLDERS' EQUITY (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 18 – STOCKHOLDERS’ EQUITY The Consolidated Statements of Changes in Stockholders’ Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 9, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated). Immediately after giving effect to the business combination, the following equity securities of SpringBig were issued and outstanding: (i) 5,752,388 shares of SpringBig common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor (as defined below) upon conversion of warrants to purchase Tuatara Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes. Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversion rate of all preferred stock was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date. With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a. 7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b. 2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c. 1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share. | NOTE 20 – STOCKHOLDERS’ EQUITY The Consolidated Statements of Changes in Stockholders' Equity reflect the reverse recapitalization on June 14, 2022, as discussed in Note 9, Business Combination, to these consolidated financial statements. Because the Company was determined to be the accounting acquirer in the transaction, all periods presented prior to consummation of the transaction reflect the historical activity and balances of Legacy SpringBig, Inc. (other than common stock and potentially issuable shares underlying stock options which have been retroactively restated). Immediately after giving effect to the business combination, the following equity securities of the SpringBig, were issued and outstanding: (i) 5,752,388 shares of SpringBig, common stock issued to the holders of Tuatara Class A ordinary shares and Tuatara Class B ordinary shares that automatically convert into Tuatara Class A ordinary shares upon the occurrence of the business combination in accordance with Tuatara’s amended and restated memorandum and articles of association as consideration in the business combination (comprised of 1,752,388 Class A ordinary shares after giving effect to the redemptions and the issuance of shares to public shareholders who did not elect to redeem their public shares and 4,000,000 Class B ordinary shares that converted into common stock), (ii) 18,196,526 shares of SpringBig common stock issued to the stockholders of SpringBig as consideration in the business combination, (iii) 10,000,000 warrants to purchase shares of SpringBig common stock issued to holders of the Public Shares upon conversion of warrants to purchase Tuatara Class A ordinary shares in connection with the business combination (each, a “New SpringBig Public Warrant”), (iv) 6,000,000 warrants to purchase shares of SpringBig common stock issued to Sponsor upon conversion of warrants to purchase Tuatara Class A Common Stock, and (v) 1,310,000 shares of SpringBig common stock issued to private investors (the “PIPE Investors”) in the PIPE Financing, plus 31,356 shares paid to certain PIPE Investors pursuant to the Convertible Notes. Prior to the consummation of the business combination, the capital stock of Legacy SpringBig consisted of Series A, B and Seed preferred stock which was automatically convertible 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 was at a one to one ratio to common stock. The preferred shares of stock were converted to SpringBig common stock at the Closing Date. With the consummation of the business combination, Legacy SpringBig. issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the business combination and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a. 7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b. 2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c. 1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share. |
NET LOSS PER SHARE (FY)
NET LOSS PER SHARE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | NOTE 19 – NET LOSS PER SHARE Given the consummation of the business combination, ASC 805, Business Combination As of March 31, 2023 and 2022, there were 26,940,841 and 17,884,588 shares 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. 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, 2023 and 2022, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2023 2022 Loss per share: Numerator: Net loss $ (2,262) $ (2,866) Denominator Weighted-average common shares outstanding Basic and diluted 26,803,839 13,571,872 Net loss per common share Basic and diluted $ (0.08) $ (0.21) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 Shares unvested and subject to exercise of stock options 120,431 4,154,898 Shares subject to outstanding common stock options 2,945,020 2,515,944 Shares subject to convertible notes stock conversion 695,261 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 1,314,000 — | NOTE 21 – NET LOSS PER SHARE Given the consummation of the business combination, ASC 805 Business Combination As of December 31, 2022 and 2021, there were 26,659,711 and 17,862,108 shares 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. 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 years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data). Years Ended December 31, 2022 2021 Loss per share: Numerator: Net loss $ (13,076) $ (5,750) Denominator Weighted-average common shares outstanding Basic and diluted 22,287,828 17,771,960 Net loss per common share Basic and diluted $ (0.59) $ (0.32) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Shares unvested and subject to exercise of stock options 144,517 4,628,311 Shares subject to outstanding common stock options 3,250,236 2,174,126 Shares subject to convertible notes stock conversion 816,667 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 725,000 — |
BENEFIT PLAN (FY)
BENEFIT PLAN (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | ||
BENEFIT PLAN | NOTE 20 – 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 $158,000 and $69,000 for the three months ended March 31, 2023 and 2022, respectively. | NOTE 22 – 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 $502,000 and $239,000 for the years ended December 31, 2022 and 2021, respectively. |
INCOME TAXES (FY)
INCOME TAXES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 21 – INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets. | NOTE 23 – INCOME TAXES The provision (benefit) for income taxes consist of the following, (in thousands): Years Ended December 31, 2022 2021 Provision (benefit) for income taxes Current Federal $— $— State 1 1 International 2 1 $ 3 $ 2 U.S. and foreign components of loss from operations before income taxes were as follows (in thousands): Years Ended December 31, 2022 2021 Loss from operations U.S. $(11,825) $(4,979) Foreign (1,248) (769) $(13,073) $(5,748) 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, 2022 December 31, 2021 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(2,754) 21% $(1,207) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 5% 1 —% Foreign income and losses taxed at different rates (68) 1% (51) 1% Change in valuation allowance 4,122 (32)% 1,620 (28)% Paycheck protection program forgiveness — —% (165) 3% Non-deductible or non-taxable items (1,302) 5% (194) 3% Foreign income taxes 2 —% — —% Effect of income tax rate changes on deferred items 2 —% (2) —% Provision (benefit) for income taxes $ 3 —% $ 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, 2022 and 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 for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses and other liabilities $ 376 $ 76 Net operating loss - US Federal 5,556 2,562 Net operating loss - US State 1,188 594 Net operating loss - Foreign 575 246 Property and equipment, net 8 — Operating lease liability 198 — Stock based compensation 215 132 Total gross deferred tax assets $ 8,116 $ 3,610 Less: valuation allowance (7,506) (3,385) Total deferred tax assets 610 225 Deferred tax liabilities: Prepaid expenses and other assets $ (420) $ (191) Operating lease right of use asset (190) — Property and equipment, net — (34) Total deferred tax liabilities (610) (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, 2022 and 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 December 31, 2022, the Company has federal net operating loss available to carryforward of approximately $26.4 million which will be carried forward indefinitely. Pursuant to IRC §382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. The Company has not determined whether such a change has occurred and accordingly, the utilization of the net operating loss carryforwards may be subject to certain limitations. The Company has state net and foreign operating loss available to carryforward of approximately $27.2 million and $2.2 million, respectively, which begin expiring in 2030 and 2037, respectively, as of December 31, 2022. 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, 2022 and 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, 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, 2022 and 2021, 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, 2022 and 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 2019 through 2021 tax years are open for examination for federal and state taxing authorities. |
SUBSEQUENT EVENTS (FY)
SUBSEQUENT EVENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 22 – SUBSEQUENT EVENTS Management has considered subsequent events through May 4, 2023, the date this report was issued, and there were no events that required additional disclosure. | NOTE 24 – SUBSEQUENT EVENTS Management has considered subsequent events through March 28, 2023, the date this report was issued, and there were no events that required additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Foreign Currency | 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 “other comprehensive income” 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. |
Deferred Payroll Tax Credits | Deferred Payroll Tax Credits The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related these types of credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. | |
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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. 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. |
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. See Effective Accounting Pronouncements | 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. 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. |
Transaction Costs | Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. | The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. Business Combinations 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 The business combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded. |
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 three commercial banks. As of March 31, 2023 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $2.1 million as of March 31, 2023. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. | 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 three commercial banks. |
Allowance for Credit Losses | Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses (“ACL”) is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly. | |
Effective Accounting Pronouncements | Effective Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended March 31, 2023. | Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended December 31, 2022. 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 August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 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 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors-Certain Leases with Variable Lease Payments The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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 October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer |
Fair Value Measurements | The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. | 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. |
Net Loss Per Share | 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. 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. | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Foreign Currency | 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 “other comprehensive income” 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. 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 that we believe to be reasonable. We believe that the assumptions and estimates associated with revenue recognition, software development costs, income taxes, and equity-based compensation have the greatest potential impact on our consolidated financial statements. 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. | |
Fair Value Measurements | The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. | 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. See Effective Accounting Pronouncements | 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. 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. |
Transaction Costs and Business Combinations | Transaction Costs The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. | The Company incurred significant costs direct and incremental to the business combination and therefore to the recapitalization of the Company. We deferred such costs incurred in 2021. In 2022, upon closing of the business combination, total direct transaction costs were allocated between equity and liability instruments measured at fair value on a recurring basis that were newly issued in the recapitalization. Amounts allocated to equity were recorded to additional paid-in capital, while amounts allocated to the specified liabilities were recorded as other expense. See Note 9, Business Combination, to these consolidated financial statements for further information. Business Combinations 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 The business combination was accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Legacy SpringBig in many respects. Under this method of accounting, Tuatara was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Legacy SpringBig was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Legacy SpringBig (i.e., a capital transaction involving the issuance of stock by Tuatara for stock of Legacy SpringBig). Accordingly, the consolidated assets, liabilities and results of operations of Legacy SpringBig became the historical financial statements of the combined company, and Tuatara’s assets, liabilities and results of operations were consolidated with Legacy SpringBig beginning on the acquisition date. Operations prior to the business combination are presented as those of Legacy SpringBig. The net assets of Tuatara were recognized at historical cost (which are consistent with carrying value), with no goodwill or other intangible assets recorded. |
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 three commercial banks. As of March 31, 2023 and the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $2.1 million as of March 31, 2023. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. | 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 three commercial banks. |
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. | |
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. | |
Contract Assets (Deferred Commission), Contract Liabilities (Deferred Revenue), Revenue Recognition and Cost of Revenue | 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. 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 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 software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Brand customers - a customer can purchase use of the Company’s software, which includes a certain amount of messaging credits to be utilized over a specified period of time. The Company recognizes revenue monthly based on the credits used each month which depicts the best transfer of control. 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 to twelve months from brand customers. 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. Customer discounts are netted against revenue and are recognized as incurred. 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. | |
Capitalized Software Development Costs, Technology and Software Development | 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 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. | |
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 2022 or 2021. | |
Intangible Assets | Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other acquisition and amortized over its useful life of 3 years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. | |
Selling, Servicing and Marketing Expenses, General and Administrative 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 costs were $174,000 and $96,000 for the years ended December 31, 2022 and December 31, 2021, respectively. 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. | |
Earnings Per Share | 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. 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. | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share |
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 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, 2022 and 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. | |
Effective Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Effective Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which deferred the effective date of ASU 2016-13 to annual reporting periods beginning after December 15, 2022, with early adoption permitted. We adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended March 31, 2023. | Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. This update is effective beginning after December 15, 2021. We adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements for the period ended December 31, 2022. 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 August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 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 2021, with early adoption permitted. In July 2021, the FASB released Update No. 2021-05 Lessors-Certain Leases with Variable Lease Payments The Company adopted this standard on January 1, 2022. As such, we determine if an arrangement is a lease at inception. The Company recognizes a right-of-use (ROU) asset and a lease liability for operating and finance leases by recognizing and measuring leases at the commencement date based on the present value of lease payments over the lease term. The Company does not have any sales-type leases, for which the book value of the leased asset would be removed from the balance sheet and a net investment in sales-type lease would be recognized based on fixed payments under the contract and the residual value of the asset being leased. The Company has elected not to apply the recognition requirements to short-term leases and not to separate nonlease components from associated lease components for all classes of underlying assets. ROU assets are included in non-current assets and lease liabilities are included in current and non-current liabilities on the Company’s consolidated balance sheets. Operating lease expense is included in general and administrative expense on SpringBig’s consolidated statements of operations. Recent Accounting Pronouncements Not Yet Adopted 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 October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer |
ACCOUNTS RECEIVABLE (Q1) (Table
ACCOUNTS RECEIVABLE (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 4,048 $ 3,639 Unbilled receivables 743 731 Total Receivables 4,791 4,370 Less allowance for doubtful accounts (1,623) (1,481) Accounts receivable, net $ 3,168 $ 2,889 | Accounts receivable, net consisted of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 3,639 $2,536 Unbilled receivables 731 806 Total receivables 4,370 3,342 Less allowance for doubtful accounts (1,481) (297) Accounts receivable, net $ 2,889 $3,045 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid insurance $ 374 $ 834 Other prepaid expenses 564 582 Deposits 88 89 $1,026 $1,505 | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid insurance $ 834 $ 15 Other prepaid expenses 582 828 Deposits 89 84 $1,505 $927 |
PROPERTY AND EQUIPMENT (Q1) (Ta
PROPERTY AND EQUIPMENT (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): March 31, 2023 December 31, 2022 Computer equipment $342 $333 Furniture & Fixtures 15 15 March 31, 2023 December 31, 2022 Data warehouse 286 286 Software 197 197 Total Cost 840 831 Less accumulated depreciation and amortization (522) (456) Property and Equipment $ 318 $ 375 | Property and equipment consist of the following (in thousands): December 31, 2022 2021 Computer equipment $ 333 $ 225 Furniture & Fixtures 15 — Data warehouse 286 256 Software 197 196 Total Cost 831 677 Less accumulated depreciation and amortization (456) (197) Property and Equipment $ 375 $ 480 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued wages, commission and bonus $ 570 $1,145 Accrued expenses 434 148 Deferred financial advisory fees 1,000 1,000 Other liabilities 165 261 $2,169 $2,554 | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued wages, commission and bonus $1,145 $ 805 Accrued professional fees 148 155 Other liabilities 261 959 Financial advisory fees payable 1,000 — $2,554 $1,919 |
BUSINESS COMBINATION (Q1) (Tabl
BUSINESS COMBINATION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | ||
Schedule of Reverse Recapitalization | The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 | The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 |
REVENUE RECOGNITION (Q1) (Table
REVENUE RECOGNITION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Impact of Change in Policy | Below is a summary of the impact of the revision for the three months ending March 31, 2022. QUARTER ENDING March 31, 2022 March 31, 2022 As reported Adjustment Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 | Below is a summary of the impact of the revision for the previous year. December 31, 2021 As reported Adjustment December 31, 2021 Revised Revenues $24,024 $(662) $23,362 Cost of revenues (6,929) 662 (6,267) Gross profit $17,095 $ — $17,095 QUARTER ENDING March 31, 2022 As reported Adjustment March 31, 2022 Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 QUARTER ENDING YEAR TO DATE June 30, 2022 As reported Adjustment June 30, 2022 Revised June 30, 2022 As reported Adjustment June 30, 2022 Revised Revenues $ 6,584 $(130) $ 6,454 $12,948 $(321) $12,627 Cost of revenues (1,998) 130 (1,868) (3,841) 321 (3,520) Gross profit $ 4,586 $ — $ 4,586 $ 9,107 $ — $ 9,107 QUARTER ENDING YEAR TO DATE September 30, 2022 As reported Adjustment September 30, 2022 Revised September 30, 2022 As reported Adjustment September 30, 2022 Revised Revenues $ 7,456 $(223) $ 7,233 $20,404 $(544) $19,860 Cost of revenues (1,912) 223 (1,689) (5,754) 544 (5,210) Gross profit $ 5,544 $ — $ 5,544 $14,650 $ — $14,650 The following table represents our revenues disaggregated by type (in thousands): Year ended December 31, 2022 2021 Revenue Brand revenue $ 940 $ 654 Retail revenue 25,689 22,708 Total Revenue $26,629 $23,362 |
Schedule of Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2023 2022 Revenue Brand revenue $ 295 $ 189 Retail revenue 6,862 5,984 Total Revenue $7,157 $6,173 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2023 2022 Brand revenue United States $ 294 $ 189 Canada 1 — Retail revenue United States 6,663 5,844 Canada 199 140 $7,157 $6,173 | Revenue by geographical region consist of the following (in thousands): Year ended December 31, 2022 2021 Brand revenue United States $ 936 $ 654 Canada 4 — Retail revenue United States 25,075 22,518 Canada 614 190 $26,629 $23,362 |
CONTRACT ASSETS AND LIABILITI_3
CONTRACT ASSETS AND LIABILITIES (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred sales commissions $323 $333 The movement in the contract assets during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract assets at start of the period $333 $ 364 Expense deferred during the period 48 176 (less) amounts expensed during the period (58) (207) Contract assets at end of the period $323 $ 333 Contract liabilities consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred retail revenues $263 $277 Deferred brands revenues — 14 Contract liabilities $263 $291 The movement in the contract liabilities during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract liabilities at start of the period $ 291 $ 450 Amounts invoiced during the period 5,027 18,310 Less revenue recognized during the period (5,055) (18,469) Contract liabilities at end of the period $ 263 $ 291 | Contract assets consisted of the following as of (in thousands): December 31, 2022 2021 Deferred sales commissions $333 $364 Contract liabilities consisted of the following as of (in thousands): December 31, 2022 2021 Deferred retail revenues $277 $332 Deferred brands revenues 14 118 Contract liabilities $291 $450 The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands): Year ended December 31, 2022 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 18,310 13,512 Less revenue recognized during the period (18,469) (13,622) Contract liabilities at end of the period $ 291 $ 450 |
STOCK BASED COMPENSATION (Q1) (
STOCK BASED COMPENSATION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Outstanding | The following table summarizes information on stock options outstanding as of March 31, 2023 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable 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, 2023 3,394,753 $ 0.57 3,250,236 5.79 $0.54 Options granted — Options exercised (281,130) $ 0.41 Options forfeited (8,893) $— Options cancelled — $— Outstanding Balance, March 31, 2023 3,104,730 $ 0.59 2,945,020 5.97 $0.56 | The following table summarizes information on stock options outstanding as of December 31, 2022 under the Legacy Incentive Plan: 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 (530,666) $0.55 Options forfeited (61,460) $0.75 Options cancelled (4,791) $0.75 Outstanding Balance, June 14, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 Options exercised (135,090) $0.30 Options forfeited (149,328) $1.11 Outstanding Balance, Dec. 31, 2022 3,394,753 $0.57 3,250,236 5.79 $0.54 |
Schedule of Restricted Stock Units Outstanding | The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2023 under the 2022 Incentive Plan: Restricted Stock Units Outstanding Number of RSUs Weighted Average Fair Value (Per Share) Weighted Average Vesting (Years) Outstanding Balance, January 1, 2022 — — RSUs granted 761,500 1.97 RSUs forfeited (36,500) Outstanding Balance, December 31, 2022 725,000 RSUs granted 589,000 0.79 Outstanding Balance, March 31, 2023 1,314,000 $1.44 2.5 |
LEASES (Q1) (Tables)
LEASES (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Supplemental Balance Sheet Information | As of March 31, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. March 31, December 31, 2023 2022 Balance Sheet Assets: Right of Use Asset - Operating Lease $627 $750 Liabilities Current 422 465 Non-current 233 316 Total Operating Lease Liability $655 $781 | As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. Balance Sheet Year ended December 31, 2022 Assets: Right of Use Asset - Operating Lease $750 Liabilities Current 465 Non-current 316 Total Operating Lease Liability $781 |
Schedule of Lease Cost and Other Information | Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Three Months Ended March 31, 2023 Other information Operating lease cost $133 Operating cash flows paid to operating leases $126 Right-of-use assets in exchange for new operating lease liabilities $ — Weighted-average remaining lease term — operating leases (months) 17.90 Weighted-average discount rate — operating leases 5.67% | Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Other information Operating lease cost $ 515 Operating cash flows from operating leases $ 318 Right-of-use assets obtained in exchange for new operating lease liabilities $ 150 Weighted-average remaining lease term - operating leases (months) 20.4 Weighted-average discount rate - operating leases 6% |
Schedule of Lease Liability Maturity | As of March 31, 2023, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $363 2024 322 Total lease payments 685 Less Imputed Interest (30) Present value of lease liabilities $655 | As of December 31, 2022, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $500 2024 322 Total lease payments 822 Less Imputed Interest (41) Present value of lease liabilities $781 |
FAIR VALUE MEASUREMENTS (Q1) (T
FAIR VALUE MEASUREMENTS (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 491 — — 491 $491 $— $— $491 | The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 338 — — 338 $338 $— $— $338 |
Schedule of Changes in Fair Value | The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2023, Warrants Balance, January 1, 2023 $338 Change in fair value 153 Balance, March 31, 2023 $491 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2023 $ 153 | The following tables provides a roll-forward in the changes in fair value for the year ended December 31, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination at fair value 4,496 Change in fair value (4,158) Balance, December 31, 2022 $ 338 Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022 $(4,158) |
STOCKHOLDERS' EQUITY (Q1) (Tabl
STOCKHOLDERS' EQUITY (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Stock Issued and Outstanding | With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 | With the consummation of the business combination, Legacy SpringBig. issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 |
NET LOSS PER SHARE (Q1) (Tables
NET LOSS PER SHARE (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of 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, 2023 and 2022, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2023 2022 Loss per share: Numerator: Net loss $ (2,262) $ (2,866) Denominator Weighted-average common shares outstanding Basic and diluted 26,803,839 13,571,872 Net loss per common share Basic and diluted $ (0.08) $ (0.21) | The following table reconciles actual basic and diluted earnings per share for the years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data). Years Ended December 31, 2022 2021 Loss per share: Numerator: Net loss $ (13,076) $ (5,750) Denominator Weighted-average common shares outstanding Basic and diluted 22,287,828 17,771,960 Net loss per common share Basic and diluted $ (0.59) $ (0.32) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 Shares unvested and subject to exercise of stock options 120,431 4,154,898 Shares subject to outstanding common stock options 2,945,020 2,515,944 Shares subject to convertible notes stock conversion 695,261 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 1,314,000 — | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Shares unvested and subject to exercise of stock options 144,517 4,628,311 Shares subject to outstanding common stock options 3,250,236 2,174,126 Shares subject to convertible notes stock conversion 816,667 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 725,000 — |
ACCOUNTS RECEIVABLE (FY) (Table
ACCOUNTS RECEIVABLE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accounts receivable $ 4,048 $ 3,639 Unbilled receivables 743 731 Total Receivables 4,791 4,370 Less allowance for doubtful accounts (1,623) (1,481) Accounts receivable, net $ 3,168 $ 2,889 | Accounts receivable, net consisted of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 3,639 $2,536 Unbilled receivables 731 806 Total receivables 4,370 3,342 Less allowance for doubtful accounts (1,481) (297) Accounts receivable, net $ 2,889 $3,045 |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Prepaid insurance $ 374 $ 834 Other prepaid expenses 564 582 Deposits 88 89 $1,026 $1,505 | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 2021 Prepaid insurance $ 834 $ 15 Other prepaid expenses 582 828 Deposits 89 84 $1,505 $927 |
PROPERTY AND EQUIPMENT (FY) (Ta
PROPERTY AND EQUIPMENT (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): March 31, 2023 December 31, 2022 Computer equipment $342 $333 Furniture & Fixtures 15 15 March 31, 2023 December 31, 2022 Data warehouse 286 286 Software 197 197 Total Cost 840 831 Less accumulated depreciation and amortization (522) (456) Property and Equipment $ 318 $ 375 | Property and equipment consist of the following (in thousands): December 31, 2022 2021 Computer equipment $ 333 $ 225 Furniture & Fixtures 15 — Data warehouse 286 256 Software 197 196 Total Cost 831 677 Less accumulated depreciation and amortization (456) (197) Property and Equipment $ 375 $ 480 |
ACCRUED EXPENSES AND OTHER LI_4
ACCRUED EXPENSES AND OTHER LIABILITIES (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2023 December 31, 2022 Accrued wages, commission and bonus $ 570 $1,145 Accrued expenses 434 148 Deferred financial advisory fees 1,000 1,000 Other liabilities 165 261 $2,169 $2,554 | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued wages, commission and bonus $1,145 $ 805 Accrued professional fees 148 155 Other liabilities 261 959 Financial advisory fees payable 1,000 — $2,554 $1,919 |
BUSINESS COMBINATIONS (FY) (Tab
BUSINESS COMBINATIONS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization Business Combination And Asset Acquisition [Abstract] | ||
Schedule of Reverse Recapitalization | The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 | The following table provides a summary of the significant sources and uses of cash related to the closing of the business combination on June 14, 2022, (in thousands): Amount available after paying TCAC redeeming stockholders $ 8,771 Proceeds from convertible notes 10,000 Proceeds from PIPE Financing 6,100 TCAC operating account 264 Gross proceeds available at closing 25,135 Expenses paid at closing (6,346) Net cash to Legacy SpringBig at closing $18,789 Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) (8,679) Net cash after closing $ 10,110 The following table provides a reconciliation of the common shares related to the business combination transaction: TCAC non-redeeming shareholders 1,752,388 PIPE Investors 1,341,356 TCAC sponsor shareholders 4,000,000 Legacy SpringBig shareholders 18,196,526 Issued and outstanding 25,290,270 |
Schedule of Purchase Price Allocation | The purchase price allocation is as follows (in thousands): Fair value of shares $135 Less: Post combination cost - restricted shares (85 ) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets assumed $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 |
SENIOR SECURED CONVERTIBLE NO_3
SENIOR SECURED CONVERTIBLE NOTES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Impact Revision Changes in Policy | Below is a summary of the impact of the revision for the two quarters ended June 30 and September 30, 2022, respectively. QUARTER ENDING June 30, 2022 As reported Adjustment June 30, 2022 Revised Current maturities of long-term debt $ — $ — $ — Notes payable 9,843 (692) 9,151 Carrying amount $ 9,843 $(692) $ 9,151 Additional paid-in capital $21,825 $ 692 $22,517 QUARTER ENDING September 30, 2022 As reported Adjustment September 30, 2022 Revised Current maturities of long-term debt $ 4,999 $ — $ 4,999 Notes payable 5,000 (692) 4,308 Carrying amount $ 9,999 $(692) $ 9,307 Additional paid-in capital $21,855 $ 692 $22,547 |
REVENUE RECOGNITION (FY) (Table
REVENUE RECOGNITION (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Summary of Impact of Change in Policy | Below is a summary of the impact of the revision for the three months ending March 31, 2022. QUARTER ENDING March 31, 2022 March 31, 2022 As reported Adjustment Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 | Below is a summary of the impact of the revision for the previous year. December 31, 2021 As reported Adjustment December 31, 2021 Revised Revenues $24,024 $(662) $23,362 Cost of revenues (6,929) 662 (6,267) Gross profit $17,095 $ — $17,095 QUARTER ENDING March 31, 2022 As reported Adjustment March 31, 2022 Revised Revenues $ 6,364 $(191) $ 6,173 Cost of revenues (1,843) 191 (1,652) Gross profit $ 4,521 $ — $ 4,521 QUARTER ENDING YEAR TO DATE June 30, 2022 As reported Adjustment June 30, 2022 Revised June 30, 2022 As reported Adjustment June 30, 2022 Revised Revenues $ 6,584 $(130) $ 6,454 $12,948 $(321) $12,627 Cost of revenues (1,998) 130 (1,868) (3,841) 321 (3,520) Gross profit $ 4,586 $ — $ 4,586 $ 9,107 $ — $ 9,107 QUARTER ENDING YEAR TO DATE September 30, 2022 As reported Adjustment September 30, 2022 Revised September 30, 2022 As reported Adjustment September 30, 2022 Revised Revenues $ 7,456 $(223) $ 7,233 $20,404 $(544) $19,860 Cost of revenues (1,912) 223 (1,689) (5,754) 544 (5,210) Gross profit $ 5,544 $ — $ 5,544 $14,650 $ — $14,650 The following table represents our revenues disaggregated by type (in thousands): Year ended December 31, 2022 2021 Revenue Brand revenue $ 940 $ 654 Retail revenue 25,689 22,708 Total Revenue $26,629 $23,362 |
Schedule of Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): Three Months Ended March 31, 2023 2022 Revenue Brand revenue $ 295 $ 189 Retail revenue 6,862 5,984 Total Revenue $7,157 $6,173 Geographic Information Revenue by geographical region consist of the following (in thousands): Three Months Ended March 31, 2023 2022 Brand revenue United States $ 294 $ 189 Canada 1 — Retail revenue United States 6,663 5,844 Canada 199 140 $7,157 $6,173 | Revenue by geographical region consist of the following (in thousands): Year ended December 31, 2022 2021 Brand revenue United States $ 936 $ 654 Canada 4 — Retail revenue United States 25,075 22,518 Canada 614 190 $26,629 $23,362 |
CONTRACT ASSETS AND LIABILITI_4
CONTRACT ASSETS AND LIABILITIES (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Contract assets consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred sales commissions $323 $333 The movement in the contract assets during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract assets at start of the period $333 $ 364 Expense deferred during the period 48 176 (less) amounts expensed during the period (58) (207) Contract assets at end of the period $323 $ 333 Contract liabilities consisted of the following as of (in thousands): March 31, December 31, 2023 2022 Deferred retail revenues $263 $277 Deferred brands revenues — 14 Contract liabilities $263 $291 The movement in the contract liabilities during the three months ended March 31, 2023 and the year ended December 31, 2022, comprised the following (in thousands): March 31, December 31, 2023 2022 Contract liabilities at start of the period $ 291 $ 450 Amounts invoiced during the period 5,027 18,310 Less revenue recognized during the period (5,055) (18,469) Contract liabilities at end of the period $ 263 $ 291 | Contract assets consisted of the following as of (in thousands): December 31, 2022 2021 Deferred sales commissions $333 $364 Contract liabilities consisted of the following as of (in thousands): December 31, 2022 2021 Deferred retail revenues $277 $332 Deferred brands revenues 14 118 Contract liabilities $291 $450 The movement in the contract liabilities during the years ended December 31, 2022 and 2021 comprised the following (in thousands): Year ended December 31, 2022 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 18,310 13,512 Less revenue recognized during the period (18,469) (13,622) Contract liabilities at end of the period $ 291 $ 450 |
STOCK BASED COMPENSATION (FY) (
STOCK BASED COMPENSATION (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Outstanding | The following table summarizes information on stock options outstanding as of March 31, 2023 under the Legacy Incentive Plan: Options Outstanding Options Vested and Exercisable 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, 2023 3,394,753 $ 0.57 3,250,236 5.79 $0.54 Options granted — Options exercised (281,130) $ 0.41 Options forfeited (8,893) $— Options cancelled — $— Outstanding Balance, March 31, 2023 3,104,730 $ 0.59 2,945,020 5.97 $0.56 | The following table summarizes information on stock options outstanding as of December 31, 2022 under the Legacy Incentive Plan: 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 (530,666) $0.55 Options forfeited (61,460) $0.75 Options cancelled (4,791) $0.75 Outstanding Balance, June 14, 2022 6,205,520 Conversion ratio 0.5929 SpringBig Holdings options 3,679,171 Options exercised (135,090) $0.30 Options forfeited (149,328) $1.11 Outstanding Balance, Dec. 31, 2022 3,394,753 $0.57 3,250,236 5.79 $0.54 |
LEASES (FY) (Tables)
LEASES (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Supplemental Balance Sheet Information | As of March 31, 2023 and December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. March 31, December 31, 2023 2022 Balance Sheet Assets: Right of Use Asset - Operating Lease $627 $750 Liabilities Current 422 465 Non-current 233 316 Total Operating Lease Liability $655 $781 | As of December 31, 2022, the following amounts were presented on SpringBig’s consolidated balance sheets in accordance with the Leasing Standard. Balance Sheet Year ended December 31, 2022 Assets: Right of Use Asset - Operating Lease $750 Liabilities Current 465 Non-current 316 Total Operating Lease Liability $781 |
Schedule of Lease Cost and Other Information | Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Three Months Ended March 31, 2023 Other information Operating lease cost $133 Operating cash flows paid to operating leases $126 Right-of-use assets in exchange for new operating lease liabilities $ — Weighted-average remaining lease term — operating leases (months) 17.90 Weighted-average discount rate — operating leases 5.67% | Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows. Other information Operating lease cost $ 515 Operating cash flows from operating leases $ 318 Right-of-use assets obtained in exchange for new operating lease liabilities $ 150 Weighted-average remaining lease term - operating leases (months) 20.4 Weighted-average discount rate - operating leases 6% |
Schedule of Lease Liabilities Maturity | As of March 31, 2023, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $363 2024 322 Total lease payments 685 Less Imputed Interest (30) Present value of lease liabilities $655 | As of December 31, 2022, the Company’s lease liabilities mature as follows: Operating Leases Fiscal Year: 2023 $500 2024 322 Total lease payments 822 Less Imputed Interest (41) Present value of lease liabilities $781 |
FAIR VALUE MEASUREMENTS (FY) (T
FAIR VALUE MEASUREMENTS (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule Of Fair Value, Liabilities Measured on Recurring Basis | The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2023, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 491 — — 491 $491 $— $— $491 | The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2022, are as follows (in thousands): Level 1 Level 2 Level 3 Total Fair Value Liabilities: Public warrants 338 — — 338 $338 $— $— $338 |
Schedule of Changes in Fair Value | The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2023, Warrants Balance, January 1, 2023 $338 Change in fair value 153 Balance, March 31, 2023 $491 Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2023 $ 153 | The following tables provides a roll-forward in the changes in fair value for the year ended December 31, 2022, for all liabilities for which the Company determines fair value on a recurring basis (in thousands): Warrants Balance, January 1, 2022 $ — Assumed in business combination at fair value 4,496 Change in fair value (4,158) Balance, December 31, 2022 $ 338 Changes in fair value included in earnings for the period relating to liabilities held at December 31, 2022 $(4,158) |
STOCKHOLDERS' EQUITY (FY) (Tabl
STOCKHOLDERS' EQUITY (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Stock Issued and Outstanding | With the consummation of the business combination, Legacy SpringBig issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 | With the consummation of the business combination, Legacy SpringBig. issued and outstanding shares were converted into shares of SpringBig common stock as follows: Legacy SpringBig Conversion Rate SpringBig Series B Preferred 4,585,202 0.59289 2,718,522 Series A Preferred 5,088,944 0.59289 3,017,184 Series Seed Preferred 6,911,715 0.59289 4,097,887 Common Stock 14,105,371 0.59289 8,362,933 30,691,232 18,196,526 |
NET LOSS PER SHARE (FY) (Tables
NET LOSS PER SHARE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of 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, 2023 and 2022, respectively (in thousands, except share and per share data). Three Months Ended March 31, 2023 2022 Loss per share: Numerator: Net loss $ (2,262) $ (2,866) Denominator Weighted-average common shares outstanding Basic and diluted 26,803,839 13,571,872 Net loss per common share Basic and diluted $ (0.08) $ (0.21) | The following table reconciles actual basic and diluted earnings per share for the years ended December 31, 2022 and 2021, respectively (in thousands, except share and per share data). Years Ended December 31, 2022 2021 Loss per share: Numerator: Net loss $ (13,076) $ (5,750) Denominator Weighted-average common shares outstanding Basic and diluted 22,287,828 17,771,960 Net loss per common share Basic and diluted $ (0.59) $ (0.32) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 Shares unvested and subject to exercise of stock options 120,431 4,154,898 Shares subject to outstanding common stock options 2,945,020 2,515,944 Shares subject to convertible notes stock conversion 695,261 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 1,314,000 — | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2022 and 2021 were as follows: Years Ended December 31, 2022 2021 Shares unvested and subject to exercise of stock options 144,517 4,628,311 Shares subject to outstanding common stock options 3,250,236 2,174,126 Shares subject to convertible notes stock conversion 816,667 — Shares subject to warrants stock conversion 16,586,980 — Shares subject to contingent earn out 10,500,000 — Restricted stock units 725,000 — |
INCOME TAXES (FY) (Tables)
INCOME TAXES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes consist of the following, (in thousands): Years Ended December 31, 2022 2021 Provision (benefit) for income taxes Current Federal $— $— State 1 1 International 2 1 $ 3 $ 2 |
Schedule of 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): Years Ended December 31, 2022 2021 Loss from operations U.S. $(11,825) $(4,979) Foreign (1,248) (769) $(13,073) $(5,748) |
Schedule of Effective Income Tax Rate Reconciliation | 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, 2022 December 31, 2021 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(2,754) 21% $(1,207) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 5% 1 —% Foreign income and losses taxed at different rates (68) 1% (51) 1% Change in valuation allowance 4,122 (32)% 1,620 (28)% Paycheck protection program forgiveness — —% (165) 3% Non-deductible or non-taxable items (1,302) 5% (194) 3% Foreign income taxes 2 —% — —% Effect of income tax rate changes on deferred items 2 —% (2) —% Provision (benefit) for income taxes $ 3 —% $ 2 —% |
Schedule of 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 for the years ended December 31, 2022 and 2021 are as follows (in thousands): Years Ended December 31, 2022 2021 Deferred tax assets: Accrued expenses and other liabilities $ 376 $ 76 Net operating loss - US Federal 5,556 2,562 Net operating loss - US State 1,188 594 Net operating loss - Foreign 575 246 Property and equipment, net 8 — Operating lease liability 198 — Stock based compensation 215 132 Total gross deferred tax assets $ 8,116 $ 3,610 Less: valuation allowance (7,506) (3,385) Total deferred tax assets 610 225 Deferred tax liabilities: Prepaid expenses and other assets $ (420) $ (191) Operating lease right of use asset (190) — Property and equipment, net — (34) Total deferred tax liabilities (610) (225) Net deferred income tax asset (liability) $ — $ — |
DESCRIPTION OF BUSINESS (Q1) (D
DESCRIPTION OF BUSINESS (Q1) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 14, 2022 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2023 USD ($) subsidiary | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) subsidiary | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of subsidiaries | subsidiary | 1 | 1 | ||||
Recapitalization exchange ratio | 0.59289 | |||||
Net proceeds from reverse recapitalization transaction | $ 18,789 | |||||
Gross proceeds available at closing | 25,135 | |||||
Proceeds from convertible notes | $ 7,000 | $ 0 | $ 7,000 | $ 7,000 | $ 0 | |
Amount available after paying TCAC redeeming stockholders | 8,771 | |||||
Proceeds from PIPE Financing | 6,100 | |||||
Payment of cash and noncash expenses | 8,679 | |||||
Net cash after closing | 10,110 | |||||
Convertible Notes Payable | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from convertible notes | $ 10,000 | |||||
Convertible Notes Payable | 15.00% Convertible Notes | ||||||
Business Acquisition [Line Items] | ||||||
Interest rate | 15% | 15% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||||
Accumulated deficit | $ 28,594 | $ 26,332 | $ 13,225 | |
Net cash provided by (used in) operating activities | 379 | $ (2,399) | (14,518) | (7,884) |
Working capital | (4,700) | (1,500) | ||
Cash and cash equivalents | 2,569 | 3,546 | $ 2,227 | |
Cash in excess of insured limits | $ 2,100 | $ 3,200 | ||
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12% | 11% | 11% | |
One Customer | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12% | 28% | ||
Two Customers | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23% | 12% |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Accounts receivable | $ 4,048 | $ 3,639 | $ 2,536 |
Unbilled receivables | 743 | 731 | 806 |
Total Receivables | 4,791 | 4,370 | 3,342 |
Less allowance for doubtful accounts | (1,623) | (1,481) | (297) |
Accounts receivable, net | $ 3,168 | $ 2,889 | $ 3,045 |
ACCOUNTS RECEIVABLE - Narrative
ACCOUNTS RECEIVABLE - Narrative (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 169,000 | $ 33,000 | $ 1,474,000 | $ 216,000 |
PREPAID EXPENSES AND OTHER CU_5
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 374 | $ 834 | $ 15 |
Other prepaid expenses | 564 | 582 | 828 |
Deposits | 88 | 89 | 84 |
Total prepaid expenses and other current assets | $ 1,026 | $ 1,505 | $ 927 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total Cost | $ 840 | $ 831 | $ 677 |
Less accumulated depreciation and amortization | (522) | (456) | (197) |
Property and Equipment | 318 | 375 | 480 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 342 | 333 | 225 |
Furniture & Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 15 | 15 | 0 |
Data warehouse | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 286 | 286 | 256 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | $ 197 | $ 197 | $ 196 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Property and equipment, useful life | 3 years | 3 years | ||
Depreciation and amortization | $ 66,000 | $ 59,000 | $ 259,000 | $ 173,000 |
CONVERTIBLE NOTE RECEIVABLE (_2
CONVERTIBLE NOTE RECEIVABLE (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||||
Convertible note receivable | $ 262,000 | $ 259,000 | $ 250,000 | $ 250,000 | $ 0 |
Note receivable, interest rate | 5% | 5% | |||
Interest income | $ 3,000 | $ 9,000 |
ACCRUED EXPENSES AND OTHER LI_5
ACCRUED EXPENSES AND OTHER LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued wages, commission and bonus | $ 570 | $ 1,145 | $ 805 |
Accrued expenses | 434 | 148 | |
Deferred financial advisory fees | 1,000 | 1,000 | 0 |
Other liabilities | 165 | 261 | 959 |
Accrued expense and other current liabilities | $ 2,169 | $ 2,554 | $ 1,919 |
RELATED PARTY TRANSACTIONS (Q_2
RELATED PARTY TRANSACTIONS (Q1) (Details) - Majority Shareholder - Software Development and Information Technology Related Costs - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party costs | $ 4 | $ 29 | $ 153 | $ 408 |
Accounts payable, related party | $ 3 | $ 3 | $ 4 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Q1) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 14, 2022 | Apr. 29, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 17,884,588 | 26,659,711 | 17,862,108 | |||
Payment to redeeming stockholders | $ 191,437,817 | |||||||
Net proceeds from reverse recapitalization transaction | 18,789,000 | |||||||
Gross proceeds available at closing | 25,135,000 | |||||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | $ 7,000,000 | $ 7,000,000 | $ 0 | |||
Amount available after paying TCAC redeeming stockholders | 8,771,000 | |||||||
Proceeds from PIPE Financing | 6,100,000 | |||||||
Convertible Notes Payable | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Proceeds from convertible notes | 10,000,000 | |||||||
Accrued interest payable, current | $ 305,000 | $ 305,000 | $ 305,000 | |||||
15.00% Convertible Notes | Convertible Notes Payable | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Issue of common stock (in shares) | 730,493 | 730,493 | ||||||
Interest rate | 15% | 15% | 15% | |||||
Repayments of debt | $ 7,000,000 | $ 7,000,000 | ||||||
Stock Election Shareholders | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares, outstanding (in shares) | 19,123,806 | |||||||
Stock redeemed during period, price per share (in dollars per share) | $ 10.01 | |||||||
TCAC non-redeeming shareholders | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Additional shares issued (in shares) | 876,194 | |||||||
Issue of common stock (in shares) | 1,752,388 | |||||||
CF Principal Investments LLC | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Stock sale program, authorized amount | $ 50,000,000 | |||||||
Sale of stock, price per share (dollars per share) | $ 0.0001 | |||||||
CF Principal Investments LLC | Affiliated Entity | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Due to related parties | $ 1,500,000 | |||||||
Shares issued (in shares) | $ 877,193 | |||||||
PIPE Investors | ||||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||||
Issue of common stock (in shares) | 1,341,356 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule Of Proceeds From Reverse Recapitalization (Q1) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 14, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Amount available after paying TCAC redeeming stockholders | $ 8,771 | |||||
Proceeds from convertible notes | $ 7,000 | $ 0 | $ 7,000 | $ 7,000 | $ 0 | |
Proceeds from PIPE Financing | 6,100 | |||||
TCAC operating account | 264 | |||||
Gross proceeds available at closing | 25,135 | |||||
Expenses paid at closing | (6,346) | |||||
Net cash to Legacy SpringBig at closing | 18,789 | |||||
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) | (8,679) | |||||
Net cash after closing | 10,110 | |||||
Convertible Notes Payable | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Proceeds from convertible notes | $ 10,000 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule Of Share Transactions In Reverse Recapitalization (Q1) (Details) - shares | Jun. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares, issued (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 |
TCAC non-redeeming shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 1,752,388 | ||||
PIPE Investors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 1,341,356 | ||||
TCAC sponsor shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 4,000,000 | ||||
Legacy SpringBig shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 18,196,526 | ||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||
Common stock, shares, outstanding (in shares) | 8,362,933 |
15% CONVERTIBLE PROMISSORY NO_3
15% CONVERTIBLE PROMISSORY NOTES (Q1) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 14, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 07, 2022 | |
Short-Term Debt [Line Items] | |||||||
Share price (in dollars per share) | $ 1.97 | ||||||
Interest expense | $ 391,000 | $ 89,000 | $ 949,000 | $ 0 | |||
Convertible Notes Payable | |||||||
Short-Term Debt [Line Items] | |||||||
Accrued interest payable, current | $ 305,000 | $ 305,000 | |||||
15.00% Convertible Notes | Convertible Notes Payable | |||||||
Short-Term Debt [Line Items] | |||||||
Interest rate | 15% | 15% | |||||
Aggregate principal amount | $ 7,000,000 | ||||||
Issue of common stock (in shares) | 730,493 | 730,493 | |||||
Share price (in dollars per share) | $ 10 | ||||||
Interest expense | $ 89,000 |
SENIOR SECURED CONVERTIBLE NO_4
SENIOR SECURED CONVERTIBLE NOTES (Q1) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 14, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | $ 7,000,000 | $ 7,000,000 | $ 0 | |||
Notes payable | 1,414,000 | 2,814,000 | 0 | $ 4,308,000 | $ 9,151,000 | |||
Interest expense | $ 391,000 | $ 89,000 | $ 949,000 | 0 | ||||
Secured Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price per share (in dollars per share) | $ 12 | |||||||
Volume-weighted average price | 93% | |||||||
Warrants outstanding (in shares) | 586,890 | 586,890 | ||||||
Warrants and rights outstanding | $ 147,000 | $ 839,000 | $ 839,000 | |||||
Maturity term | 5 years | |||||||
Secured Convertible Notes | Measurement Input, Share Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 4.28 | |||||||
Secured Convertible Notes | Measurement Input, Conversion Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 12 | |||||||
Secured Convertible Notes | Measurement Input, Risk Free Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 0.0361 | |||||||
Secured Convertible Notes | Measurement Input, Price Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 0.65 | |||||||
Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 10,000,000 | |||||||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Discount issued on convertible notes | 1,200,000 | 1,500,000 | ||||||
Carrying value | 8,300,000 | 9,800,000 | ||||||
Notes payable | $ 7,100,000 | 8,300,000 | ||||||
Interest expense | $ 356,000 | $ 0 | ||||||
Tranche One | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 11,000,000 | |||||||
Discount issued on convertible notes | $ 1,000,000 | |||||||
Interest rate | 6% | |||||||
Interest payment grace period | 6 months |
WARRANT LIABILITIES (Q1) (Detai
WARRANT LIABILITIES (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Jun. 13, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 491 | $ 338 | $ 0 | ||
Fair value loss on warrants | $ 153 | 4,200 | |||
Estimate of Fair Value Measurement | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liability, noncurrent | $ 300 | ||||
Redeemable Warrants | Class A common stock | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | 10,000,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.5 | ||||
Warrants and rights outstanding | $ 6,000 | $ 10,000 | |||
Number of shares issuable per each warrant (in shares) | 1 | ||||
Private Placement Warrant | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ 11.5 |
REVENUE RECOGNITION - Summary O
REVENUE RECOGNITION - Summary Of Impact Of Change In Policy (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Cost of revenues | (1,350) | (1,689) | (1,868) | (1,652) | (3,520) | (5,210) | (6,701) | (6,267) |
Gross profit | $ 5,807 | 5,544 | 4,586 | 4,521 | 9,107 | 14,650 | $ 19,928 | 17,095 |
As reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | 7,456 | 6,584 | 6,364 | 12,948 | 20,404 | 24,024 | ||
Cost of revenues | (1,912) | (1,998) | (1,843) | (3,841) | (5,754) | (6,929) | ||
Gross profit | 5,544 | 4,586 | 4,521 | 9,107 | 14,650 | 17,095 | ||
Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | (223) | (130) | (191) | (321) | (544) | (662) | ||
Cost of revenues | 223 | 130 | 191 | 321 | 544 | 662 | ||
Gross profit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Brand revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 295 | 189 | 940 | 654 | ||||
Brand revenue | United States | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 294 | 189 | 936 | 654 | ||||
Brand revenue | Canada | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 1 | 0 | 4 | 0 | ||||
Retail revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 6,862 | 5,984 | 25,689 | 22,708 | ||||
Retail revenue | United States | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 6,663 | 5,844 | 25,075 | 22,518 | ||||
Retail revenue | Canada | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | $ 199 | $ 140 | $ 614 | $ 190 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Q1) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 97% | 98% | 98% | 99% |
CONTRACT ASSETS AND LIABILITI_5
CONTRACT ASSETS AND LIABILITIES - Contract Assets (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Deferred sales commissions | $ 323 | $ 333 | $ 364 |
CONTRACT ASSETS AND LIABILITI_6
CONTRACT ASSETS AND LIABILITIES - Movement in Contract Assets (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Contract with Customer, Assets [Roll Forward] | ||
Contract assets at start of the period | $ 333 | $ 364 |
Expense deferred during the period | 48 | 176 |
(less) amounts expensed during the period | (58) | (207) |
Contract assets at end of the period | $ 323 | $ 333 |
CONTRACT ASSETS AND LIABILITI_7
CONTRACT ASSETS AND LIABILITIES - Contract Liabilities (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 263 | $ 291 | $ 450 | $ 560 |
Deferred retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | 263 | 277 | 332 | |
Deferred brands revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 0 | $ 14 | $ 118 |
CONTRACT ASSETS AND LIABILITI_8
CONTRACT ASSETS AND LIABILITIES - Movement in Contract Liabilities (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract with Customer, Liability [Roll Forward] | |||
Contract liabilities at start of the period | $ 291 | $ 450 | $ 450 |
Amounts invoiced during the period | 5,027 | 13,512 | 18,310 |
Less revenue recognized during the period | (5,055) | $ (13,622) | (18,469) |
Contract liabilities at end of the period | $ 263 | $ 291 |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 14, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 1,525,175 | 1,525,175 | |||
Percentage of amount of shares of common stock | 5% | 5% | |||
Share-based compensation expense | $ 900,000 | ||||
Intrinsic value of options exercised | $ 100,000 | $ 3,400,000 | $ 81,000 | ||
Options vested and exercisable (in shares) | 2,945,020 | 3,250,236 | |||
Options outstanding and exercisable, intrinsic value | $ 779,000 | ||||
Cost not yet recognized | $ 152,000 | ||||
Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Recognition period | 1 year 3 months | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 132,000 | $ 246,000 | |||
Recognition period | 2 years 6 months | ||||
Cost not yet recognized | 1,500,000 | $ 1,200,000 | |||
Legacy Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | 30,000 | $ 181,000 | |||
2022 Long-Term Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 132,000 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Options Outstanding (Q1) (Details) - $ / shares | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Number of Options | ||||
Outstanding beginning balance (in shares) | 3,394,753 | |||
Options granted (in shares) | 0 | |||
Options exercised (in shares) | (281,130) | (135,090) | ||
Options forfeited (in shares) | (8,893) | (149,328) | ||
Options cancelled (in shares) | 0 | |||
Outstanding ending balance (in shares) | 3,104,730 | 3,679,171 | 3,394,753 | 3,394,753 |
Weighted Average Exercise Price (Per Share) | ||||
Outstanding beginning balance (in dollars per share) | $ 0.57 | |||
Options exercised (in dollars per share) | 0.41 | $ 0.3 | ||
Options forfeited (in dollars per share) | 0 | |||
Options cancelled (in dollars per share) | 0 | |||
Outstanding ending balance (in dollars per share) | $ 0.59 | $ 0.57 | $ 0.57 | |
Options Vested and Exercisable, Number Of Options (in shares) | 2,945,020 | 3,250,236 | 3,250,236 | |
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 19 days | 5 years 9 months 14 days | ||
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) | $ 0.56 | $ 0.54 | $ 0.54 |
STOCK BASED COMPENSATION - Sche
STOCK BASED COMPENSATION - Schedule of Restricted Stock Units Outstanding (Q1) (Details) - Restricted Stock Units Outstanding - $ / shares | 3 Months Ended | 12 Months Ended | |
Jul. 07, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Number of RSUs | |||
Outstanding beginning balance (in shares) | 725,000 | 0 | |
RSUs granted (in shares) | 761,500 | 589,000 | 761,500 |
RSUs forfeited (in shares | (36,500) | ||
Outstanding ending balance (in shares) | 1,314,000 | 725,000 | |
Weighted Average Fair Value (Per Share) | |||
RSUs granted (in dollars per share) | $ 1.97 | ||
RSUs forfeited (in dollars per share) | $ 0.79 | ||
Outstanding ending balance (in dollars per share) | $ 1.44 | ||
Weighted Average Vesting (Years) | 3 years | 2 years 6 months |
LEASES - Narrative (Q1) (Detail
LEASES - Narrative (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease asset | $ 627 | $ 750 | $ 750 | |||
Present value of lease liabilities | 655 | 781 | 781 | |||
Equity adjustment | $ 5,615 | $ 3,628 | $ 3,628 | $ (1,780) | $ (4,459) | $ (9,526) |
Term of contract | 98 months | 98 months | 98 months | |||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | $ 38 | $ 38 | ||||
Minimum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | 3 | $ 3 | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | 48 | $ 48 | ||||
Maximum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | $ 42 | $ 42 | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Equity adjustment | 31 | |||||
Accounting Standards Update 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease asset | 1,100 | |||||
Present value of lease liabilities | 1,100 | |||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Equity adjustment | $ 31 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Right of Use Asset - Operating Lease | $ 627 | $ 750 |
Liabilities | ||
Current | 422 | 465 |
Non-current | 233 | 316 |
Total Operating Lease Liability | $ 655 | $ 781 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost and Other Information (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Operating lease cost | $ 133 | $ 89 | $ 515 |
Operating cash flows paid to operating leases | 126 | 318 | |
Right-of-use assets in exchange for new operating lease liabilities | $ 0 | $ 150 | |
Weighted-average remaining lease term - operating leases (months) | 17 years 10 months 24 days | 20 years 4 months 24 days | |
Weighted-average discount rate - operating leases | 5.67% | 6% |
LEASES - Schedule of Lease Liab
LEASES - Schedule of Lease Liability Maturity (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 363 | |
2023 | 322 | $ 500 |
Total lease payments | 685 | 822 |
Less Imputed Interest | (30) | (41) |
Present value of lease liabilities | $ 655 | $ 781 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Amounts from deferred payroll tax credits | $ 2,000 | |
Operating expenses offset | 600 | |
Deferred payroll tax credits | $ 1,442 | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Derivative liability, noncurrent | $ 491 | $ 338 | $ 0 |
Total Fair Value | 491 | 338 | |
Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 338 | ||
Level 1 | |||
Liabilities: | |||
Total Fair Value | 491 | 338 | |
Level 1 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 491 | 338 | |
Level 2 | |||
Liabilities: | |||
Total Fair Value | 0 | 0 | |
Level 2 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 0 | 0 | |
Level 3 | |||
Liabilities: | |||
Total Fair Value | 0 | 0 | |
Level 3 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narratives (Q1) (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jun. 14, 2022 shares | Jun. 13, 2022 $ / shares shares | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ | $ 491 | $ 338 | $ 0 | ||
Measurement Input, Share Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | $ / shares | 0.031 | 0.0211 | |||
Estimate of Fair Value Measurement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ | $ 300 | ||||
Redeemable Warrants | Class A common stock | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding (in shares) | shares | 10,000,000 | 10,000,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | ||||
Number of shares issuable per each warrant (in shares) | shares | 1 | ||||
Private Placement Warrant | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding (in shares) | shares | 6,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | ||||
Public warrants | Estimate of Fair Value Measurement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ | $ 491,200 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in Fair Value (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Changes in fair value | $ 153 | $ 0 | $ (4,158) | $ 0 |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 338 | $ 0 | 0 | |
Changes in fair value | 153 | (4,158) | ||
Ending balance | $ 491 | $ 338 | $ 0 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Q1) (Details) $ / shares in Units, $ in Millions | Jun. 14, 2022 USD ($) day $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 15, 2022 shares | Jun. 13, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 $ / shares shares |
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 | ||
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 | ||
Convertible amount of initial public offering | $ | $ 50 | ||||||
Percent of total convertible votes | 63% | ||||||
Conversation rate of preferred stock | 1 | ||||||
Sponsor earnout shares (in shares) | 1,000,000 | ||||||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | ||||||
Number of trading days | day | 20 | ||||||
Number of consecutive trading days | day | 30 | ||||||
Capital stock authorized (in shares) | 350,000,000 | ||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 22,764,527 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Contingent And Earnout Shares, Scenario One | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 7,000,000 | ||||||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 12 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Contingent And Earnout Shares, Scenario Two | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 2,250,000 | ||||||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 15 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Contingent And Earnout Shares, Scenario Three | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 1,250,000 | ||||||
Contingent and earnout shares, stock price threshold (usd per share) | $ / shares | $ 18 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Private Placement Warrant | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 6,000,000 | ||||||
TCAC shareholders | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 5,752,388 | 5,752,388 | |||||
Common stock, shares, outstanding (in shares) | 5,752,388 | ||||||
TCAC non-redeeming shareholders | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 1,752,388 | ||||||
TCAC initial shareholders | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 4,000,000 | ||||||
Legacy SpringBig shareholders | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||||
Common stock, shares, outstanding (in shares) | 8,362,933 | ||||||
Issue of common stock (in shares) | 18,196,526 | ||||||
PIPE Investors without convertible securities holdings | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 1,310,000 | ||||||
PIPE Investors holding convertible notes | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 31,356 | ||||||
Class A common stock | Redeemable Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 10,000,000 | 10,000,000 |
STOCKHOLDERS' EQUITY - Conversi
STOCKHOLDERS' EQUITY - Conversions of Stock (Q1) (Details) | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Jun. 14, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares |
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Recapitalization exchange ratio | 0.59289 | ||||
SpringBig | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||
Common stock, shares, outstanding (in shares) | 8,362,933 | ||||
Common and referred stock, issued (in shares) | 18,196,526 | ||||
Common and referred stock, outstanding (in shares) | 18,196,526 | ||||
Series B Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series B Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 2,718,522 | ||||
Preferred stock, shares outstanding (in shares) | 2,718,522 | ||||
Series A Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series A Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 3,017,184 | ||||
Preferred stock, shares outstanding (in shares) | 3,017,184 | ||||
Series Seed Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series Seed Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 4,097,887 | ||||
Preferred stock, shares outstanding (in shares) | 4,097,887 | ||||
Legacy SpringBig | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 14,105,371 | ||||
Common stock, shares, outstanding (in shares) | 14,105,371 | ||||
Common and referred stock, issued (in shares) | 30,691,232 | ||||
Common and referred stock, outstanding (in shares) | 30,691,232 | ||||
Legacy SpringBig | Series B Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 4,585,202 | ||||
Preferred stock, shares outstanding (in shares) | 4,585,202 | ||||
Legacy SpringBig | Series A Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 5,088,944 | ||||
Preferred stock, shares outstanding (in shares) | 5,088,944 | ||||
Legacy SpringBig | Series Seed Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 6,911,715 | ||||
Preferred stock, shares outstanding (in shares) | 6,911,715 |
NET LOSS PER SHARE - Narrative
NET LOSS PER SHARE - Narrative (Q1) (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Earnings Per Share [Abstract] | |||||
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net loss | $ (2,262) | $ (2,866) | $ (13,076) | $ (5,750) |
Denominator | ||||
Weighted-average common shares outstanding - basic (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
Weighted-average common shares outstanding - diluted (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
Net loss per common share, basic (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) |
Net loss per common share, diluted (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) |
NET LOSS PER SHARE - Anti-Dilut
NET LOSS PER SHARE - Anti-Dilutive Securities (Q1) (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares unvested and subject to exercise of stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 120,431 | 4,154,898 | 144,517 | 4,628,311 |
Shares subject to outstanding common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 2,945,020 | 2,515,944 | 2,174,126 | |
Shares subject to convertible notes stock conversion | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 695,261 | 0 | 816,667 | 0 |
Shares subject to warrants stock conversion | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 16,586,980 | 0 | 16,586,980 | 0 |
Shares subject to contingent earn out | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 10,500,000 | 0 | 10,500,000 | 0 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,314,000 | 0 | 725,000 | 0 |
BENEFIT PLAN (Q1) (Details)
BENEFIT PLAN (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | ||||
Company matching contributions | $ 158,000 | $ 69,000 | $ 502,000 | $ 239,000 |
DESCRIPTION OF BUSINESS (FY) (D
DESCRIPTION OF BUSINESS (FY) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 14, 2022 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2023 USD ($) subsidiary | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) subsidiary | Dec. 31, 2021 USD ($) | Apr. 29, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |||||||
Number of subsidiaries | subsidiary | 1 | 1 | |||||
Recapitalization exchange ratio | 0.59289 | ||||||
Net proceeds from reverse recapitalization transaction | $ 18,789 | ||||||
Gross proceeds available at closing | 25,135 | ||||||
Proceeds from convertible notes | $ 7,000 | $ 0 | $ 7,000 | $ 7,000 | $ 0 | ||
Amount available after paying TCAC redeeming stockholders | 8,771 | ||||||
Proceeds from PIPE Financing | 6,100 | ||||||
Payment of cash and noncash expenses | 8,679 | ||||||
Net cash after closing | 10,110 | ||||||
CF Principal Investments LLC | |||||||
Business Acquisition [Line Items] | |||||||
Stock sale program, authorized amount | $ 50,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Convertible Notes Payable | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from convertible notes | $ 10,000 | ||||||
Convertible Notes Payable | 15.00% Convertible Notes | |||||||
Business Acquisition [Line Items] | |||||||
Interest rate | 15% | 15% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (FY) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | ||||
Accumulated deficit | $ 28,594 | $ 26,332 | $ 13,225 | |
Net cash used in operating activities | (379) | $ 2,399 | 14,518 | 7,884 |
Working capital | (4,700) | (1,500) | ||
Cash and cash equivalents | 2,569 | $ 3,546 | 2,227 | |
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Cash in excess of insured limits | $ 2,100 | $ 3,200 | ||
Contract assets amortization period | 3 years | |||
Property and equipment, useful life | 3 years | 3 years | ||
Estimated useful life | 3 years | |||
Advertising expense | $ 174 | $ 96 | ||
Software | ||||
Product Information [Line Items] | ||||
Property and equipment, useful life | 3 years | |||
One Customer | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 12% | 11% | 11% | |
One Customer | Accounts Receivable | Customer Concentration Risk | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 12% | 28% |
ACCOUNTS RECEIVABLE - Summary (
ACCOUNTS RECEIVABLE - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Accounts receivable | $ 4,048 | $ 3,639 | $ 2,536 |
Unbilled receivables | 743 | 731 | 806 |
Total Receivables | 4,791 | 4,370 | 3,342 |
Less allowance for doubtful accounts | (1,623) | (1,481) | (297) |
Accounts receivable, net | $ 3,168 | $ 2,889 | $ 3,045 |
ACCOUNTS RECEIVABLE - Narrati_2
ACCOUNTS RECEIVABLE - Narratives (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 169,000 | $ 33,000 | $ 1,474,000 | $ 216,000 |
PREPAID EXPENSES AND OTHER CU_6
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 374 | $ 834 | $ 15 |
Other prepaid expenses | 564 | 582 | 828 |
Deposits | 88 | 89 | 84 |
Total prepaid expenses and other current assets | $ 1,026 | $ 1,505 | $ 927 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total Cost | $ 840 | $ 831 | $ 677 |
Less accumulated depreciation and amortization | (522) | (456) | (197) |
Property and Equipment | 318 | 375 | 480 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 342 | 333 | 225 |
Furniture & Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 15 | 15 | 0 |
Data warehouse | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | 286 | 286 | 256 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total Cost | $ 197 | $ 197 | $ 196 |
PROPERTY AND EQUIPMENT - Narr_2
PROPERTY AND EQUIPMENT - Narrative (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Property and equipment, useful life | 3 years | 3 years | ||
Depreciation and amortization | $ 66,000 | $ 59,000 | $ 259,000 | $ 173,000 |
CONVERTIBLE NOTE RECEIVABLE (_3
CONVERTIBLE NOTE RECEIVABLE (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||||
Convertible note receivable | $ 262,000 | $ 259,000 | $ 250,000 | $ 250,000 | $ 0 |
Note receivable, interest rate | 5% | 5% | |||
Interest income | $ 3,000 | $ 9,000 |
ACCRUED EXPENSES AND OTHER LI_6
ACCRUED EXPENSES AND OTHER LIABILITIES - Summary (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued wages, commission and bonus | $ 570 | $ 1,145 | $ 805 |
Accrued professional fees | 148 | 155 | |
Other liabilities | 165 | 261 | 959 |
Financial advisory fees payable | 1,000 | 1,000 | 0 |
Accrued expense and other current liabilities | $ 2,169 | $ 2,554 | $ 1,919 |
RELATED PARTY TRANSACTIONS (F_2
RELATED PARTY TRANSACTIONS (FY) (Details) - Majority Shareholder - Software Development And Information Technology Related Costs - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party costs | $ 4 | $ 29 | $ 153 | $ 408 |
Accounts payable, related party | $ 3 | $ 3 | $ 4 |
BUSINESS COMBINATIONS - Reverse
BUSINESS COMBINATIONS - Reverse Merger Narrative (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 14, 2022 | Feb. 28, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2022 | |
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 17,884,588 | 26,659,711 | 17,862,108 | ||||
Payment to redeeming stockholders | $ 191,437,817 | ||||||||
Net proceeds from reverse recapitalization transaction | 18,789,000 | ||||||||
Gross proceeds available at closing | 25,135,000 | ||||||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | $ 7,000,000 | $ 7,000,000 | $ 0 | ||||
Amount available after paying TCAC redeeming stockholders | 8,771,000 | ||||||||
Proceeds from PIPE Financing | $ 6,100,000 | ||||||||
Stock Election Shareholders | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Common stock, shares, outstanding (in shares) | 19,123,806 | ||||||||
Stock redeemed during period, price per share (in dollars per share) | $ 10.01 | ||||||||
TCAC non-redeeming shareholders | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Additional shares issued (in shares) | 876,194 | ||||||||
Issue of common stock (in shares) | 1,752,388 | ||||||||
CF Principal Investments LLC | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Stock sale program, authorized amount | $ 50,000,000 | ||||||||
Sale of stock, price per share (in dollars per share) | $ 0.0001 | ||||||||
CF Principal Investments LLC | Affiliated Entity | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Issue of common stock (in shares) | 877,193 | 877,193 | |||||||
Due to related parties | $ 1,500,000 | $ 1,500,000 | |||||||
PIPE Investors | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Issue of common stock (in shares) | 1,341,356 | ||||||||
Convertible Notes Payable | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Proceeds from convertible notes | $ 10,000,000 | ||||||||
Accrued interest payable, current | $ 305,000 | $ 305,000 | $ 305,000 | ||||||
15.00% Convertible Notes | Convertible Notes Payable | |||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||
Issue of common stock (in shares) | 730,493 | 730,493 | |||||||
Interest rate | 15% | 15% | 15% | ||||||
Repayments of debt | $ 7,000,000 | $ 7,000,000 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule Of Proceeds From Reverse Recapitalization (FY) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 14, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Amount available after paying TCAC redeeming stockholders | $ 8,771 | |||||
Proceeds from convertible notes | $ 7,000 | $ 0 | $ 7,000 | $ 7,000 | $ 0 | |
Proceeds from PIPE Financing | 6,100 | |||||
TCAC operating account | 264 | |||||
Gross proceeds available at closing | 25,135 | |||||
Expenses paid at closing | (6,346) | |||||
Net cash to Legacy SpringBig at closing | 18,789 | |||||
Post closing expense (cash paid or accrued for expenses by Legacy SpringBig) | (8,679) | |||||
Net cash after closing | 10,110 | |||||
Convertible Notes Payable | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Proceeds from convertible notes | $ 10,000 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule Of Share Transactions In Reverse Recapitalization (FY) (Details) - shares | Jun. 14, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Common stock, shares, issued (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 |
TCAC non-redeeming shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 1,752,388 | ||||
PIPE Investors | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 1,341,356 | ||||
TCAC sponsor shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 4,000,000 | ||||
Legacy SpringBig shareholders | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Issue of common stock (in shares) | 18,196,526 | ||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||
Common stock, shares, outstanding (in shares) | 8,362,933 |
BUSINESS COMBINATIONS - Beaches
BUSINESS COMBINATIONS - Beaches Development Group Ltd Narrative (FY) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 14, 2022 shares | Jan. 31, 2021 USD ($) seller $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Recapitalization exchange ratio | 0.59289 | |||
Beaches Development Group LTD | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued in acquisition (in shares) | shares | 180,972 | 107,296 | ||
Business acquisition, share price (in dollars per share) | $ / shares | $ 0.0001 | |||
Issue of common stock for business combination | $ 135 | |||
Payments to acquire business | $ 155 | |||
Number of sellers | seller | 2 | |||
Indemnity holdback | $ 23 | |||
Cash acquired | $ 9 | |||
Beaches Development Group LTD | Beaches Development Group LTD - Sellers | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued in acquisition (in shares) | shares | 39,762 | |||
Issue of common stock for business combination | $ 50 | |||
Beaches Development Group LTD | Intangibles (Software) | ||||
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 196 | |||
Intangible assets amortized period | 3 years | |||
Incurred amortization expense | $ 65 | $ 60 | ||
Remaining carrying amount | $ 71 | |||
Beaches Development Group LTD | Restricted Stock | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||
Business Acquisition [Line Items] | ||||
Business combination number of shares issued in acquisition (in shares) | shares | 67,535 | |||
Issue of common stock for business combination | $ 85 | |||
Award vesting period | 2 years | |||
Beaches Development Group LTD | Restricted Stock | Tranche One | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||
Business Acquisition [Line Items] | ||||
Award vesting rights percentage | 50% | |||
Beaches Development Group LTD | Restricted Stock | Tranche Two | Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | ||||
Business Acquisition [Line Items] | ||||
Award vesting rights percentage | 50% |
BUSINESS COMBINATIONS - Purchas
BUSINESS COMBINATIONS - Purchase Price Allocation (FY) (Details) - Beaches Development Group LTD - USD ($) $ in Thousands | 1 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Issue of common stock for business combination | $ 135 | |
Cash consideration | 132 | |
Indemnity holdback | 23 | |
Fair value of purchase consideration | 205 | |
Assets assumed | 9 | |
Goodwill | 0 | |
Fair value of assets | $ 205 | |
Beaches Development Group LTD - Sellers Who Entered Into Employment Contracts | Restricted Stock | ||
Business Acquisition [Line Items] | ||
Issue of common stock for business combination | 85 | |
Beaches Development Group LTD - Sellers | ||
Business Acquisition [Line Items] | ||
Issue of common stock for business combination | 50 | |
Intangibles (Software) | ||
Business Acquisition [Line Items] | ||
Intangible assets acquired | $ 196 |
15% CONVERTIBLE PROMISSORY NO_4
15% CONVERTIBLE PROMISSORY NOTES (FY) (Details) - USD ($) | 1 Months Ended | ||
Jun. 14, 2022 | Feb. 28, 2022 | Jul. 07, 2022 | |
Short-Term Debt [Line Items] | |||
Share price (in dollars per share) | $ 1.97 | ||
Convertible Notes Payable | |||
Short-Term Debt [Line Items] | |||
Accrued interest payable, current | $ 305,000 | $ 305,000 | |
15.00% Convertible Notes | Convertible Notes Payable | |||
Short-Term Debt [Line Items] | |||
Interest rate | 15% | 15% | |
Aggregate principal amount | $ 7,000,000 | ||
Issue of common stock (in shares) | 730,493 | 730,493 | |
Share price (in dollars per share) | $ 10 |
SENIOR SECURED CONVERTIBLE NO_5
SENIOR SECURED CONVERTIBLE NOTES - Narrative (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 14, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 7,000,000 | $ 0 | $ 7,000,000 | $ 7,000,000 | $ 0 | |||
Notes payable | 1,414,000 | 2,814,000 | 0 | $ 4,308,000 | $ 9,151,000 | |||
Interest expense | $ 391,000 | $ 89,000 | $ 949,000 | 0 | ||||
Adjustment | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ (692,000) | (692,000) | (692,000) | |||||
As reported | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 5,000,000 | $ 9,843,000 | ||||||
Secured Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price per share (in dollars per shares) | $ 12 | |||||||
Volume-weighted average price | 93% | |||||||
Warrants outstanding (in shares) | 586,890 | 586,890 | ||||||
Warrants and rights outstanding | $ 147,000 | $ 839,000 | $ 839,000 | |||||
Maturity term | 5 years | |||||||
Secured Convertible Notes | Measurement Input, Share Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 4.28 | |||||||
Secured Convertible Notes | Measurement Input, Conversion Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 12 | |||||||
Secured Convertible Notes | Measurement Input, Risk Free Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 0.0361 | |||||||
Secured Convertible Notes | Measurement Input, Price Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible warrants, measurement input | 0.65 | |||||||
Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from convertible notes | $ 10,000,000 | |||||||
Senior Secured Original Issue Discount Convertible Note | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Discount issued on convertible notes | 1,200,000 | 1,500,000 | ||||||
Notes payable | 7,100,000 | 8,300,000 | ||||||
Carrying value | $ 8,300,000 | 9,800,000 | ||||||
Interest expense | $ 356,000 | $ 0 | ||||||
Tranche One | Convertible Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 11,000,000 | |||||||
Discount issued on convertible notes | $ 1,000,000 | |||||||
Interest rate | 6% | |||||||
Interest payment grace period | 6 months |
SENIOR SECURED CONVERTIBLE NO_6
SENIOR SECURED CONVERTIBLE NOTES - Schedules (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 14, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||
Current maturities of long-term debt | $ 5,654 | $ 5,451 | $ 4,999 | $ 0 | $ 0 | |
Notes payable | 1,414 | 2,814 | 4,308 | 9,151 | 0 | |
Carrying amount | 9,307 | 9,151 | ||||
Additional paid-in-capital | $ 22,976 | $ 22,701 | 22,547 | 22,517 | $ 17,682 | |
As reported | ||||||
Debt Instrument [Line Items] | ||||||
Current maturities of long-term debt | 4,999 | 0 | ||||
Notes payable | 5,000 | 9,843 | ||||
Carrying amount | 9,999 | 9,843 | ||||
Additional paid-in-capital | 21,855 | 21,825 | ||||
Adjustment | ||||||
Debt Instrument [Line Items] | ||||||
Current maturities of long-term debt | 0 | 0 | ||||
Notes payable | (692) | (692) | $ (692) | |||
Carrying amount | (692) | (692) | ||||
Additional paid-in-capital | $ 692 | $ 692 | $ 692 |
PAYCHECK PROTECTION PROGRAM (_2
PAYCHECK PROTECTION PROGRAM (FY) (Details) $ in Thousands | May 01, 2020 USD ($) |
Paycheck Protection Program, CARES Act | |
Business Interruption Loss [Line Items] | |
Proceeds from convertible notes | $ 781 |
WARRANT LIABILITIES (FY) (Detai
WARRANT LIABILITIES (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Jun. 13, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrant liabilities | $ 491 | $ 338 | $ 0 | ||
Fair value gain on warrants | $ 153 | 4,200 | |||
Estimate of Fair Value Measurement | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrant liabilities | $ 300 | ||||
Redeemable Warrants | Class A common stock | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | 10,000,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.5 | ||||
Warrants and rights outstanding | $ 6,000 | $ 10,000 | |||
Number of shares issuable per each warrant (in shares) | 1 | ||||
Private Placement Warrant | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ 11.5 |
REVENUE RECOGNITION - Summary_2
REVENUE RECOGNITION - Summary Of Impact Of Change In Policy (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Cost of revenues | (1,350) | (1,689) | (1,868) | (1,652) | (3,520) | (5,210) | (6,701) | (6,267) |
Gross profit | $ 5,807 | 5,544 | 4,586 | 4,521 | 9,107 | 14,650 | $ 19,928 | 17,095 |
As reported | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | 7,456 | 6,584 | 6,364 | 12,948 | 20,404 | 24,024 | ||
Cost of revenues | (1,912) | (1,998) | (1,843) | (3,841) | (5,754) | (6,929) | ||
Gross profit | 5,544 | 4,586 | 4,521 | 9,107 | 14,650 | 17,095 | ||
Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenues | (223) | (130) | (191) | (321) | (544) | (662) | ||
Cost of revenues | 223 | 130 | 191 | 321 | 544 | 662 | ||
Gross profit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
REVENUE RECOGNITION - Disaggr_2
REVENUE RECOGNITION - Disaggregation of Revenue (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | $ 7,157 | $ 7,233 | $ 6,454 | $ 6,173 | $ 12,627 | $ 19,860 | $ 26,629 | $ 23,362 |
Brand revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 295 | 189 | 940 | 654 | ||||
Brand revenue | United States | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 294 | 189 | 936 | 654 | ||||
Brand revenue | Canada | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 1 | 0 | 4 | 0 | ||||
Retail revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 6,862 | 5,984 | 25,689 | 22,708 | ||||
Retail revenue | United States | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | 6,663 | 5,844 | 25,075 | 22,518 | ||||
Retail revenue | Canada | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Total Revenue | $ 199 | $ 140 | $ 614 | $ 190 |
REVENUE RECOGNITION - Narrati_2
REVENUE RECOGNITION - Narrative (FY) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Geographic Concentration Risk | Revenue from Contract with Customer Benchmark | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 97% | 98% | 98% | 99% |
CONTRACT ASSETS AND LIABILITI_9
CONTRACT ASSETS AND LIABILITIES - Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract assets consisted of the following as of: | ||||
Deferred sales commissions | $ 323 | $ 333 | $ 364 | |
Contract liabilities consisted of the following as of | ||||
Deferred revenue | 263 | 291 | 450 | $ 560 |
Retail revenue | ||||
Contract liabilities consisted of the following as of | ||||
Deferred revenue | 263 | 277 | 332 | |
Brand revenue | ||||
Contract liabilities consisted of the following as of | ||||
Deferred revenue | $ 0 | $ 14 | $ 118 |
CONTRACT ASSETS AND LIABILIT_10
CONTRACT ASSETS AND LIABILITIES - Movement in Contract Liabilities (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
The movement in the contract liabilities during each period comprised the following: | |||
Contract liabilities at start of the period | $ 291 | $ 450 | $ 450 |
Amounts invoiced during the period | 5,027 | 13,512 | 18,310 |
Less revenue recognized during the period | (5,055) | $ (13,622) | (18,469) |
Contract liabilities at end of the period | $ 263 | $ 291 |
STOCK BASED COMPENSATION - Na_2
STOCK BASED COMPENSATION - Narrative (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jul. 07, 2022 | Jun. 14, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 1,525,175 | 1,525,175 | ||||
Percentage of amount of shares of common stock | 5% | 5% | ||||
Stock-based compensation expense | $ 162,000 | $ 181,000 | $ 1,226,000 | $ 595,000 | ||
Share-based compensation expense | $ 900,000 | |||||
Intrinsic value of options exercised | 100,000 | 3,400,000 | $ 81,000 | |||
Unvested options (in shares) | 192,689 | |||||
Share price (in dollars per share) | $ 1.97 | |||||
Restricted stock units | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 132,000 | $ 246,000 | ||||
Equity instruments granted in the period (in shares) | 761,500 | 589,000 | 761,500 | |||
Equity instruments forfeited in the period (in shares) | 36,500 | |||||
Equity instruments outstanding (in shares) | 1,314,000 | 725,000 | 0 | |||
Award vesting period | 3 years | 2 years 6 months | ||||
Recognition period | 2 years 6 months | |||||
Unrecognized expense | $ 1,500,000 | $ 1,200,000 |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock Options Outstanding (FY) (Details) | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2023 $ / shares shares | Jun. 14, 2022 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Options | |||||
Outstanding beginning balance (in shares) | 3,394,753 | ||||
Options granted (in shares) | 0 | ||||
Options exercised (in shares) | (281,130) | (135,090) | |||
Options forfeited (in shares) | (8,893) | (149,328) | |||
Options cancelled (in shares) | 0 | ||||
Outstanding ending balance (in shares) | 3,104,730 | 3,679,171 | 3,394,753 | 3,394,753 | |
Weighted Average Exercise Price (Per Share) | |||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 0.57 | ||||
Options exercised (in dollars per share) | $ / shares | 0.41 | $ 0.3 | |||
Options forfeited (in dollars per share) | $ / shares | 0 | ||||
Options cancelled (in dollars per share) | $ / shares | 0 | ||||
Outstanding ending balance (in dollars per share) | $ / shares | $ 0.59 | 0.57 | $ 0.57 | ||
Conversion ratio | 0.5929 | ||||
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 19 days | 5 years 9 months 14 days | |||
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) | $ / shares | $ 0.56 | $ 0.54 | $ 0.54 | ||
Options vested and exercisable (in shares) | 2,945,020 | 3,250,236 | 3,250,236 | ||
SpringBig | |||||
Number of Options | |||||
Outstanding beginning balance (in shares) | 6,802,437 | 6,802,437 | |||
Options granted (in shares) | 0 | ||||
Options exercised (in shares) | (530,666) | ||||
Options forfeited (in shares) | (61,460) | ||||
Options cancelled (in shares) | (4,791) | ||||
Outstanding ending balance (in shares) | 6,205,520 | 6,802,437 | |||
Weighted Average Exercise Price (Per Share) | |||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 0.38 | $ 0.38 | |||
Options exercised (in dollars per share) | $ / shares | 0.55 | ||||
Options forfeited (in dollars per share) | $ / shares | 0.75 | $ 1.11 | |||
Options cancelled (in dollars per share) | $ / shares | $ 0.75 | ||||
Outstanding ending balance (in dollars per share) | $ / shares | $ 0.38 | ||||
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 14 days | 6 years 9 months 14 days | |||
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share) | $ / shares | $ 0.54 | $ 0.54 | $ 0.24 | ||
Options vested and exercisable (in shares) | 3,250,236 | 3,250,236 | 4,628,311 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (FY) (Details) - USD ($) | 12 Months Ended | |
Jun. 14, 2022 | Dec. 31, 2022 | |
Mr. Harris, CEO | ||
Other Commitments [Line Items] | ||
Officers compensation | $ 450,000 | |
Incentive opportunity, percent of base salary (up to) | 137.50% | |
Bonus amount | $ 300,000 | |
Mr. Sykes, CFO | ||
Other Commitments [Line Items] | ||
Officers compensation | $ 350,000 | |
Incentive opportunity, percent of base salary (up to) | 100% | |
Bonus amount | $ 250,000 |
LEASES - Narrative (FY) (Detail
LEASES - Narrative (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease asset | $ 627 | $ 750 | $ 750 | |||
Lease liabilities | 655 | 781 | 781 | |||
Equity adjustment | $ (5,615) | $ (3,628) | $ (3,628) | $ 4,459 | $ 1,780 | $ 9,526 |
Term of contract | 98 months | 98 months | 98 months | |||
Rent expense | $ 846 | |||||
Rent expense, other | 515 | |||||
Rent payment | 644 | |||||
Operating lease liability - current | $ 422 | $ 465 | 465 | |||
Lease standard adoption | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Equity adjustment | (31) | |||||
Accounting Standards Update 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease asset | 1,100 | |||||
Lease liabilities | 1,100 | |||||
Accounting Standards Update 2016-02 | Lease standard adoption | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Equity adjustment | $ (31) | |||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | 38 | 38 | ||||
Minimum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | 3 | 3 | ||||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | 48 | $ 48 | ||||
Maximum | Boca Raton, Florida, Seattle, Washington And Ontario, Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Monthly rent expense | $ 42 | $ 42 |
LEASES - Supplemental Balance_2
LEASES - Supplemental Balance Sheet Information (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Right of Use Asset - Operating Lease | $ 627 | $ 750 |
Liabilities | ||
Current | 422 | 465 |
Non-current | 233 | 316 |
Total Operating Lease Liability | $ 655 | $ 781 |
LEASES - Schedule of Lease Co_2
LEASES - Schedule of Lease Cost and Other Information (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Operating lease cost | $ 133 | $ 89 | $ 515 |
Operating cash flows from operating leases | 126 | 318 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 150 | |
Weighted-average remaining lease term - operating leases (months) | 17 years 10 months 24 days | 20 years 4 months 24 days | |
Weighted-average discount rate - operating leases | 5.67% | 6% |
LEASES - Schedule of Lease Li_2
LEASES - Schedule of Lease Liabilities Mature (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 | $ 322 | $ 500 |
2024 | 322 | |
Total lease payments | 685 | 822 |
Less Imputed Interest | (30) | (41) |
Present value of lease liabilities | $ 655 | $ 781 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Derivative liability, noncurrent | $ 491 | $ 338 | $ 0 |
Total Fair Value | 491 | 338 | |
Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 338 | ||
Level 1 | |||
Liabilities: | |||
Total Fair Value | 491 | 338 | |
Level 1 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 491 | 338 | |
Level 2 | |||
Liabilities: | |||
Total Fair Value | 0 | 0 | |
Level 2 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | 0 | 0 | |
Level 3 | |||
Liabilities: | |||
Total Fair Value | 0 | 0 | |
Level 3 | Public warrants | |||
Liabilities: | |||
Derivative liability, noncurrent | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Nar_2
FAIR VALUE MEASUREMENTS - Narratives (FY) (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jun. 14, 2022 USD ($) shares | Jun. 13, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ | $ 491 | $ 338 | $ 0 | ||
Measurement Input, Share Price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability measurement input | $ / shares | 0.031 | 0.0211 | |||
Estimate of Fair Value Measurement | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ | $ 300 | ||||
Redeemable Warrants | Class A common stock | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding (in shares) | shares | 10,000,000 | 10,000,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 | ||||
Number of shares issuable per each warrant (in shares) | shares | 1 | ||||
Warrants and rights outstanding | $ | $ 6,000 | $ 10,000 | |||
Private Placement Warrant | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants outstanding (in shares) | shares | 6,000,000 | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.5 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Changes in Fair Value (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Changes in fair value | $ 153 | $ 0 | $ (4,158) | $ 0 |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 338 | $ 0 | 0 | |
Assumed in business combination at fair value | 4,496 | |||
Changes in fair value | 153 | (4,158) | ||
Ending balance | $ 491 | $ 338 | $ 0 |
STOCKHOLDERS' EQUITY - Narrat_2
STOCKHOLDERS' EQUITY - Narrative (FY) (Details) $ / shares in Units, $ in Millions | Jun. 14, 2022 USD ($) day $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 15, 2022 shares | Jun. 13, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 $ / shares shares |
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 | ||
Common stock, shares, outstanding (in shares) | 25,290,270 | 26,940,841 | 26,659,711 | 17,884,588 | 17,862,108 | ||
Convertible amount of initial public offering | $ | $ 50 | ||||||
Percent of total convertible votes | 63% | ||||||
Conversation rate of preferred stock | 1 | ||||||
Sponsor earnout shares (in shares) | 1,000,000 | ||||||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | ||||||
Number of trading days | day | 20 | ||||||
Number of consecutive trading days | day | 30 | ||||||
Capital stock authorized (in shares) | 350,000,000 | ||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 22,764,527 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Private Placement Warrant | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 6,000,000 | ||||||
TCAC shareholders | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 5,752,388 | 5,752,388 | |||||
Common stock, shares, outstanding (in shares) | 5,752,388 | ||||||
TCAC non-redeeming shareholders | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 1,752,388 | ||||||
TCAC initial shareholders | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 4,000,000 | ||||||
Legacy SpringBig shareholders | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||||
Common stock, shares, outstanding (in shares) | 8,362,933 | ||||||
Issue of common stock (in shares) | 18,196,526 | ||||||
PIPE Investors without convertible securities holdings | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 1,310,000 | ||||||
PIPE Investors holding convertible notes | |||||||
Class of Stock [Line Items] | |||||||
Issue of common stock (in shares) | 31,356 | ||||||
Contingent And Earnout Shares, Scenario One | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 7,000,000 | ||||||
Contingent and earnout shares, stock price threshold (in dollars per share) | $ / shares | $ 12 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Contingent And Earnout Shares, Scenario Two | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 2,250,000 | ||||||
Contingent and earnout shares, stock price threshold (in dollars per share) | $ / shares | $ 15 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Contingent And Earnout Shares, Scenario Three | |||||||
Class of Stock [Line Items] | |||||||
Contingent and earnout shares, to be issued (in shares) | 1,250,000 | ||||||
Contingent and earnout shares, stock price threshold (in dollars per share) | $ / shares | $ 18 | ||||||
Contingent and earnout shares, stock price threshold, triggering event period | day | 20 | ||||||
Contingent and earnout shares, stock price threshold, trading days period | day | 30 | ||||||
Contingent and earnout shares, stock price threshold, contingency period | 60 months | ||||||
Class A common stock | Redeemable Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding (in shares) | 10,000,000 | 10,000,000 |
STOCKHOLDERS' EQUITY - Conver_2
STOCKHOLDERS' EQUITY - Conversions of Stock (FY) (Details) | Mar. 31, 2023 shares | Dec. 31, 2022 shares | Jun. 14, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares |
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Recapitalization exchange ratio | 0.59289 | ||||
SpringBig | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 8,362,933 | ||||
Common stock, shares, outstanding (in shares) | 8,362,933 | ||||
Common and preferred stock, issued (in shares) | 18,196,526 | ||||
Common and preferred stock, outstanding (in shares) | 18,196,526 | ||||
Series B Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series B Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 2,718,522 | ||||
Preferred stock, shares outstanding (in shares) | 2,718,522 | ||||
Series A Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series A Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 3,017,184 | ||||
Preferred stock, shares outstanding (in shares) | 3,017,184 | ||||
Series Seed Preferred | |||||
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.59289 | ||||
Series Seed Preferred | SpringBig | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 4,097,887 | ||||
Preferred stock, shares outstanding (in shares) | 4,097,887 | ||||
SpringBig | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 14,105,371 | ||||
Common stock, shares, outstanding (in shares) | 14,105,371 | ||||
Common and preferred stock, issued (in shares) | 30,691,232 | ||||
Common and preferred stock, outstanding (in shares) | 30,691,232 | ||||
SpringBig | Series B Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 4,585,202 | ||||
Preferred stock, shares outstanding (in shares) | 4,585,202 | ||||
SpringBig | Series A Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 5,088,944 | ||||
Preferred stock, shares outstanding (in shares) | 5,088,944 | ||||
SpringBig | Series Seed Preferred | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 6,911,715 | ||||
Preferred stock, shares outstanding (in shares) | 6,911,715 |
NET LOSS PER SHARE - Narrativ_2
NET LOSS PER SHARE - Narrative (FY) (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 14, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Earnings Per Share [Abstract] | |||||
Common stock, shares, issued (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
Common stock, shares, outstanding (in shares) | 26,940,841 | 26,659,711 | 25,290,270 | 17,884,588 | 17,862,108 |
NET LOSS PER SHARE - Basic an_2
NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net loss | $ (2,262) | $ (2,866) | $ (13,076) | $ (5,750) |
Weighted-average common shares outstanding | ||||
Weighted-average common shares outstanding - basic (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
Weighted-average common shares outstanding - diluted (in shares) | 26,803,839 | 13,571,872 | 22,287,828 | 17,771,960 |
Net loss per common share, basic (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) |
Net loss per common share, diluted (in dollars per share) | $ (0.08) | $ (0.21) | $ (0.59) | $ (0.32) |
NET LOSS PER SHARE - Anti-Dil_2
NET LOSS PER SHARE - Anti-Dilutive Securities (FY) (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares unvested and subject to exercise of stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 120,431 | 4,154,898 | 144,517 | 4,628,311 |
Shares subject to outstanding common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 2,945,020 | 2,515,944 | 2,174,126 | |
Shares subject to convertible notes stock conversion | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 695,261 | 0 | 816,667 | 0 |
Shares subject to warrants stock conversion | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 16,586,980 | 0 | 16,586,980 | 0 |
Shares subject to contingent earn out | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 10,500,000 | 0 | 10,500,000 | 0 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,314,000 | 0 | 725,000 | 0 |
BENEFIT PLAN (FY) (Details)
BENEFIT PLAN (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | ||||
Company matching contributions | $ 158,000 | $ 69,000 | $ 502,000 | $ 239,000 |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) For Income Taxes (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 1 | 1 |
International | 2 | 1 |
Provision (benefit) for income taxes | $ 3 | $ 2 |
INCOME TAXES - U.S. and Foreign
INCOME TAXES - U.S. and Foreign Components of Income (loss) (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (11,825) | $ (4,979) |
Foreign | (1,248) | (769) |
Loss from operations | $ (13,073) | $ (5,748) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amount | ||||
U.S. federal income tax provision (benefit) at statutory rate | $ (2,754) | $ (1,207) | ||
State income tax expense | 1 | 1 | ||
Foreign income and losses taxed at different rates | (68) | (51) | ||
Change in valuation allowance | 4,122 | 1,620 | ||
Paycheck protection program forgiveness | 0 | (165) | ||
Non-deductible or non-taxable items | (1,302) | (194) | ||
Foreign income taxes | 2 | 0 | ||
Effect of income tax rate changes on deferred items | 2 | (2) | ||
Income tax expense | $ 0 | $ 0 | $ 3 | $ 2 |
Rate | ||||
U.S. federal income tax provision (benefit) at statutory rate | 21% | 21% | ||
State income tax expense | 5% | 0% | ||
Foreign income and losses taxed at different rates | 1% | 1% | ||
Change in valuation allowance | (32.00%) | (28.00%) | ||
Paycheck protection program forgiveness | 0% | 3% | ||
Non-deductible or non-taxable items | 5% | 3% | ||
Foreign income taxes | 0% | 0% | ||
Effect of income tax rate changes on deferred items | 0% | 0% | ||
Provision (benefit) for income taxes | 0% | 0% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets And Liabilities (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued expenses and other liabilities | $ 376 | $ 76 |
Net operating loss - US Federal | 5,556 | 2,562 |
Net operating loss - US State | 1,188 | 594 |
Net operating loss - Foreign | 575 | 246 |
Property and equipment, net | 8 | 0 |
Operating lease liability | 198 | 0 |
Stock based compensation | 215 | 132 |
Total gross deferred tax assets | 8,116 | 3,610 |
Less: valuation allowance | (7,506) | (3,385) |
Total deferred tax assets | 610 | 225 |
Deferred tax liabilities: | ||
Prepaid expenses and other assets | (420) | (191) |
Operating lease right of use asset | 190 | 0 |
Property and equipment, net | 0 | (34) |
Total deferred tax liabilities | (610) | (225) |
Net deferred income tax asset (liability) | $ 0 | $ 0 |
INCOME TAXES - Narrative (FY) (
INCOME TAXES - Narrative (FY) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Domestic Tax Authority | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards, not subject to expiration | $ 26.4 |
State and Local Jurisdiction | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards, subject to expiration | 27.2 |
Foreign Tax Authority | |
Income Tax Contingency [Line Items] | |
Operating loss carryforwards, subject to expiration | $ 2.2 |