COVER
COVER | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Boxed, Inc. |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001828672 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
CURRENT ASSETS | |||||||||||
Cash and cash equivalents | $ 69,935,000 | $ 105,027,484 | $ 22,476,000 | $ 30,043,046 | $ 12,889,931 | ||||||
Restricted cash | 2,768,000 | 2,768,000 | 0 | ||||||||
Accounts receivable, net | 3,194,000 | 3,122,015 | 2,910,079 | ||||||||
Inventories | 13,066,000 | 11,427,567 | 13,964,510 | ||||||||
Prepaid expenses and other current assets | 12,000,000 | 4,915,305 | 2,131,895 | ||||||||
Deferred contract costs, current | 0 | 7,580,423 | 0 | ||||||||
TOTAL CURRENT ASSETS | 100,963,000 | 134,840,265 | 49,049,530 | ||||||||
Property and equipment, net | 6,602,000 | 7,019,000 | |||||||||
Unbilled receivables | 11,044,000 | 8,890,888 | 0 | ||||||||
Forward purchase receivable | 58,184,000 | 60,050,189 | $ 65,062,000 | 0 | |||||||
Operating lease right-of-use asset | 10,520,000 | [1] | $ 11,298,000 | 0 | [1] | ||||||
Goodwill | 7,444,000 | 7,443,569 | 0 | ||||||||
Prepaid expenses, noncurrent | 10,702,000 | 0 | |||||||||
Deferred contract costs, noncurrent | 0 | 11,847,266 | 0 | ||||||||
Other long-term assets | 1,431,000 | 1,514,000 | 204,122 | ||||||||
TOTAL ASSETS | 206,890,000 | 231,604,850 | 59,665,048 | ||||||||
CURRENT LIABILITIES | |||||||||||
Accounts payable | 16,542,000 | 28,936,000 | 9,072,929 | ||||||||
Accrued expenses | 10,600,000 | 6,392,029 | 5,802,135 | ||||||||
Deferred revenue | 1,904,000 | 2,020,351 | 2,435,909 | ||||||||
Operating lease liabilities, current | [1] | 3,270,000 | 0 | ||||||||
Other current liabilities | 18,031,000 | 21,899,142 | 14,958,064 | ||||||||
SPAC warrant liabilities | 19,820,000 | 22,044,750 | 0 | ||||||||
TOTAL CURRENT LIABILITIES | 70,167,000 | 81,292,000 | 38,141,436 | ||||||||
PIPE Convertible Notes, net of transaction costs | 77,371,000 | 77,047,475 | 0 | ||||||||
Long-term debt | 43,386,000 | 43,286,747 | 3,750,000 | ||||||||
Forward purchase option derivative | 17,609,000 | 4,202,562 | 0 | ||||||||
Earnout liability | 20,145,000 | 27,133,563 | 0 | ||||||||
Operating lease, liability, noncurrent | [1] | 7,703,000 | 0 | ||||||||
Other long-term liabilities | 104,000 | 217,238 | 1,015,248 | ||||||||
TOTAL LIABILITIES | 236,485,000 | 233,180,000 | 42,906,684 | ||||||||
STOCKHOLDERS' DEFICIT | |||||||||||
Common stock, $0.0001 par value per share; 600,000,000 shares authorized as of both March 31, 2022 and December 31, 2021; 66,915,204 and 66,647,242 shares issued and outstanding as of both March 31, 2022 and December 31, 2021, respectively | 7,000 | 6,665 | 939 | ||||||||
Additional paid-in capital | 391,257,000 | 383,065,836 | 6,982,156 | ||||||||
Accumulated deficit | (420,859,000) | (384,648,214) | (315,425,489) | ||||||||
TOTAL STOCKHOLDERS' DEFICIT | (29,595,000) | (1,575,000) | $ (322,605,000) | (308,442,394) | $ (274,943,167) | $ (210,774,713) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 206,890,000 | $ 231,604,850 | $ 59,665,048 | ||||||||
[1] | Figures as of March 31, 2022 reflect the Company’s January 1, 2022 adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases. For additional details, see Note 1. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 66,486,210 | |
Common stock, shares issued (in shares) | 66,915,204 | 66,647,242 | 15,554,790 | 9,392,361 |
Common stock, shares outstanding (in shares) | 66,915,204 | 66,647,242 | 15,554,790 | 9,392,361 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 | ||
Total cost of sales | (40,531,000) | (35,929,000) | (145,388,571) | (161,270,544) | (164,091,469) | ||
Gross profit | 6,095,000 | 4,929,000 | 31,878,106 | 25,903,290 | 9,901,428 | ||
Advertising expense | (11,695,000) | (5,707,000) | (21,959,556) | (4,912,269) | (20,703,071) | ||
Selling, general, and administrative expense | (23,410,000) | (12,514,000) | (58,961,360) | (49,677,783) | (54,891,680) | ||
Loss from operations | (29,010,000) | (13,292,000) | (49,042,810) | (28,686,762) | (65,693,323) | ||
Other income (expense), net | (7,201,000) | (913,000) | (20,179,795) | (5,749,814) | 291,323 | ||
Loss before income taxes | (36,211,000) | (14,205,000) | (69,222,605) | (34,436,576) | (65,402,000) | ||
Income taxes | 0 | 0 | 0 | 0 | 0 | ||
Net loss | $ (36,211,000) | $ (14,205,000) | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) | ||
Net loss per common share: | |||||||
Basic net loss per common share (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) | ||
Diluted net loss per common share (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) | ||
Weighted average shares outstanding: | |||||||
Basic (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 | ||
Diluted (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 | ||
Retail | |||||||
Total net revenue | $ 44,396,000 | $ 39,876,000 | $ 156,989,110 | $ 187,173,834 | $ 173,992,897 | ||
Total cost of sales | (40,049,000) | (35,664,000) | (142,949,882) | (161,270,544) | (164,091,469) | ||
Loss from operations | (30,282,000) | (13,533,000) | (64,863,125) | (26,244,100) | (63,082,583) | ||
Software & Services | |||||||
Total net revenue | 2,230,000 | [1] | 982,000 | [1] | 20,277,567 | 0 | 0 |
Total cost of sales | (482,000) | [1] | (265,000) | [1] | (2,438,689) | 0 | 0 |
Loss from operations | $ 1,272,000 | $ 241,000 | $ 15,820,315 | $ (2,442,662) | $ (2,610,740) | ||
[1] | For information related to related party transactions, see Note 16. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | CommonPreviously Reported | CommonRevision of Prior Period, Adjustment | Common | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Additional Paid-In Capital | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Adjustment | Accumulated Deficit | Previously Reported | Revision of Prior Period, Adjustment | Total |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Temporary equity, ending balance | $ 271,051,511 | $ 271,051,511 | ||||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2018 | 35,451,667 | (1,779,622) | 33,672,045 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 271,051,511 | $ 271,051,511 | ||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2019 | 36,366,705 | (1,825,555) | 34,541,150 | |||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 9,722,081 | (488,022) | 9,234,059 | |||||||||
Beginning balance at Dec. 31, 2018 | $ 98 | $ 825 | $ 923 | $ 4,812,099 | $ (825) | $ 4,811,274 | $ (215,586,910) | $ (215,586,910) | $ (210,774,713) | $ (210,774,713) | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Stock-based compensation | 2,286,349 | $ 2,286,349 | ||||||||||
Exercises of common stock options (in shares) | 111,482 | 105,867 | ||||||||||
Exercises of common stock options | $ 11 | 102,309 | $ 102,320 | |||||||||
Retroactive application of recapitalization (in shares) | 5,615 | |||||||||||
Series C-3 preferred stock remeasurement | (1,155,122) | 1,155,122 | ||||||||||
Other adjustments | (1) | (1) | ||||||||||
Net loss | (65,402,000) | (65,402,000) | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 9,833,563 | (493,637) | 9,339,926 | |||||||||
Ending balance at Dec. 31, 2019 | $ 99 | $ 835 | $ 934 | 6,045,644 | (835) | 6,044,809 | (280,988,910) | (280,988,910) | (274,943,167) | (274,943,167) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Temporary equity, ending balance | 282,185,326 | 282,185,326 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 282,185,326 | $ 282,185,326 | ||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2020 | 42,383,516 | (2,127,590) | 40,255,926 | |||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Stock-based compensation | 1,956,009 | $ 1,956,009 | ||||||||||
Exercises of common stock options (in shares) | 55,213 | 52,435 | ||||||||||
Exercises of common stock options | $ 5 | 71,754 | $ 71,759 | |||||||||
Retroactive application of recapitalization (in shares) | 2,778 | |||||||||||
Series C-3 preferred stock remeasurement | (1,090,294) | 1,090,294 | ||||||||||
Other adjustments | (122) | (3) | (125) | |||||||||
Net loss | (34,436,576) | (34,436,576) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 9,888,776 | (496,415) | 9,392,361 | |||||||||
Ending balance at Dec. 31, 2020 | $ 99 | $ 840 | $ 939 | 6,982,996 | (840) | 6,982,156 | (315,425,489) | $ 0 | (315,425,489) | $ (308,442,394) | $ 0 | (308,442,394) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Temporary equity, ending balance | 325,200,758 | 0 | 325,200,758 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 325,200,758 | $ 0 | $ 325,200,758 | |||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 40,255,926 | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Stock-based compensation | 375,000 | $ 375,000 | ||||||||||
Exercises of common stock options (in shares) | 38,430 | |||||||||||
Exercises of common stock options | 68,000 | 68,000 | ||||||||||
Retroactive application of recapitalization (in shares) | (1,904) | |||||||||||
Series C-3 preferred stock remeasurement | 401,000 | 401,000 | ||||||||||
Net loss | (14,205,000) | (14,205,000) | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 9,428,887 | |||||||||||
Ending balance at Mar. 31, 2021 | $ 1,000 | 7,024,000 | (329,630,000) | $ (322,605,000) | ||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 42,383,516 | (2,127,590) | 40,255,926 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 325,200,758 | $ 0 | $ 325,200,758 | |||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 9,888,776 | (496,415) | 9,392,361 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 99 | $ 840 | $ 939 | $ 6,982,996 | $ (840) | 6,982,156 | $ (315,425,489) | $ 0 | (315,425,489) | $ (308,442,394) | $ 0 | $ (308,442,394) |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Stock-based compensation | 4,005,355 | $ 4,005,355 | ||||||||||
Exercises of common stock options (in shares) | 370,053 | 351,462 | ||||||||||
Exercises of common stock options | $ 36 | 768,050 | $ 768,086 | |||||||||
Retroactive application of recapitalization (in shares) | 18,591 | |||||||||||
Exercise of warrants (in shares) | 58,760 | |||||||||||
Exercise of warrants | $ 6 | 587,172 | 587,178 | |||||||||
Other adjustments | 157 | (120) | 37 | |||||||||
Net loss | (69,222,605) | (69,222,605) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 66,647,242 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 6,665 | 383,065,836 | (384,648,214) | (1,575,000) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Temporary equity, ending balance | 325,602,000 | |||||||||||
Temporary equity, ending balance | 0 | |||||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | |||||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||||||
Stock-based compensation | 5,180,000 | $ 5,180,000 | ||||||||||
Exercise of warrants (in shares) | 821 | |||||||||||
Exercise of warrants | 11,000 | 11,000 | ||||||||||
Issuance of awards related to acquisition (in shares) | 267,141 | |||||||||||
Issuance of awards related to acquisition | 3,000,000 | 3,000,000 | ||||||||||
Net loss | (36,211,000) | (36,211,000) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 66,915,204 | |||||||||||
Ending balance at Mar. 31, 2022 | $ 7,000 | $ 391,257,000 | $ (420,859,000) | (29,595,000) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Temporary equity, ending balance | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (36,211,000) | $ (14,205,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,016,000 | 1,230,000 |
Stock-based compensation | 5,180,000 | 375,000 |
Bad debt expense/(change in reserve) | 64,000 | (43,000) |
Change in fair value of warrants and derivative instruments | 4,193,000 | 786,000 |
Amortization of debt discount | 423,000 | 0 |
Noncash operating lease expense | 779,000 | 0 |
Changes in assets and liabilities: | ||
Receivables, net | (136,000) | (3,106,000) |
Inventories | (1,638,000) | (460,000) |
Prepaid expenses and other current assets | (7,085,000) | (394,000) |
Unbilled receivables | (2,153,000) | 0 |
Operating lease liabilities | (768,000) | 0 |
Prepaid expenses, noncurrent | (10,702,000) | 0 |
Deferred contract costs | 19,428,000 | 0 |
Other long-term assets | 82,000 | 0 |
Accounts payable | (12,396,000) | 4,072,000 |
Accrued expenses | 4,208,000 | 2,274,000 |
Deferred Revenue | (116,000) | 4,951,000 |
Other liabilities | (520,000) | (1,738,000) |
Net cash used in operating activities | (36,352,000) | (6,258,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (599,000) | (420,000) |
Forward purchase payments | (474,000) | 0 |
Forward purchase receipts | 2,340,000 | 0 |
Net cash used in investing activities | 1,267,000 | (420,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on finance lease obligations | (18,000) | (19,000) |
Proceeds from warrants exercise | 11,000 | 68,000 |
Repayments from borrowings | 0 | (938,000) |
Net cash provided by financing activities | (7,000) | (889,000) |
Total change in cash, cash equivalents and restricted cash | (35,092,000) | (7,567,000) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 107,794,955 | 30,043,046 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 72,703,000 | 22,476,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for taxes | 3,000 | 2,000 |
Cash paid for interest | 1,093,000 | 117,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued related to equity consideration of acquisition | 3,000,000 | 0 |
Cash and cash equivalents at end of period | 69,935,000 | 22,476,000 |
Restricted cash at end of period | 2,768,000 | 0 |
Cash, cash equivalents and restricted cash at end of period | $ 72,703,000 | $ 22,476,000 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description — Business Combination — Under the Business Combination Agreement, the Company agreed to acquire all outstanding equity interest of Old Boxed for $550,000 in aggregate consideration, which Old Boxed’s stockholders would receive in the form of shares of common stock of the Company (the consummation of the business combination and the other transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). The Business Combination was accounted for as a reverse recapitalization with Old Boxed as the accounting acquirer and as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Old Boxed and its wholly-owned subsidiaries as Old Boxed is the predecessor to the Company. The Post Combination Company common stock and warrants commenced trading on the New York Stock Exchange under the symbols “BOXD” and “BOXD WS,” respectively, on December 9, 2021. See Note 2, “Business Combination,” for additional details. MaxDelivery Acquisition — Business Combinations Intangible Assets and Goodwill The Company recorded a contingent consideration liability of $1,711 as of the acquisition date, representing the estimated fair value of the contingent payable to former shareholders. The fair value of the contingent consideration is remeasured at each reporting period, as discussed in Note 14, and is included within earnout liability in the Company’s Condensed Consolidated Balance Sheets. Principles of Consolidation — Basis of Presentation — The unaudited results of operations for the three months ended March 31, 2022 are not necessarily indicative of future results or results to be expected for the full fiscal year ended December 31, 2022. These unaudited Condensed Consolidated Financial Statements, including the Company’s significant accounting policies, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto included in the Annual Report on Form 10-K. Considerations Related to COVID-19 — In the preparation of these condensed consolidated financial statements and related disclosures we have assessed the impact that COVID-19 has had on the Company’s estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As COVID-19 and its impacts are unprecedented and ever evolving, future events and effects related to the pandemic cannot be determined with precision and actual results could significantly differ from estimates or forecasts. Going Concern, Liquidity and Management’s Plan — In addition, as disclosed in Note 7, the Company entered into a term loan agreement (the “New Term Loan”) in August 2021 for principal of $45,000. The New Term Loan contains a certain number of financial covenants, which requires the Company to (i) maintain minimum unrestricted cash balance of $15,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. In order to achieve these targets, the Company expects to invest in growth initiatives including substantially increasing and maintaining higher levels of its marketing spend compared to historical periods. The Company expects these investments, among others, to result in an increase in cash used in operating activities over the next twelve months. As of March 31, 2022, the Company was in compliance with the financial covenants required by its New Term Loan. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with these covenants over the next twelve months. If the Company breaches its financial covenants and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the New Term Loan or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided a waiver or forbearance will be granted or the outstanding borrowings under the New Term Loan will be successfully refinanced on terms that are acceptable to the Company. To date, the Company has raised a substantial amount of capital from outside investors and lenders through the issuance of stock and borrowings, including under our term loans and revolving credit facilities, as well as through the consummation of the Business Combination, and expects this reliance to continue for the foreseeable future. However, as of March 31, 2022, the Company had no additional capital available for borrowing and no firm commitment from current or prospective investors to provide the Company additional capital to fund operations in the foreseeable future. While management believes the Company will be able to obtain additional capital, no assurance can be provided that such capital will be obtained or on terms that are acceptable to the Company. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If management is unsuccessful in securing additional capital and/or executing its strategy of growth whereby the Company realizes profits and generates sufficient cash inflows from operations to fund the Company’s obligations as they become due, management may be required to seek other strategic alternatives such as a further reduction in the Company’s current cost structure, or a recapitalization of the Company’s balance sheet, including related outstanding debt and equity securities. The accompanying Condensed Consolidated Financial Statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties. Estimates — Segment Information — Cash and Cash Equivalents — Restricted Cash — Accounts Receivable, Net — Accounts receivable includes $2,177 and $2,318 of trade receivables at March 31, 2022 and December 31, 2021, respectively. The Company has recorded an allowance of $157 and $96 as of March 31, 2022 and December 31, 2021, respectively. Fair Value of Financial Instruments — Level 1 — Level 2 — Level 3 — The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Concentrations of Risk — The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of March 31, 2022 and December 31, 2021, one third-party seller accounted for approximately 31.6% and 40.9% of the Company’s outstanding receivables, respectively. Leases — ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. ROU assets are also adjusted for prepaid rent, initial indirect costs, and lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected to exclude from its balance sheets the recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real-estate leases. Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material write-offs for the three months ended March 31, 2022 or 2021. Property and Equipment, Net — Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Finance lease assets 7 years Software development 4 years Software Development Costs — Internal Use Software will result in added functionality. Capitalized software costs are included in property and equipment, net within the Condensed Consolidated Balance Sheets and are amortized over the remaining useful life of four years. In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed Impairment of Long-Lived Assets — Property, Plant, and Equipment Deferred Contract Costs — Forward Purchase Receivable and Forward Purchase Option Derivative — Intangible Assets and Goodwill — Combinations. Debt — three months ended March 31, 2022. There were no corresponding costs for the prior year period. Interest expense for total long-term debt was $3,023 and $112 for the three months ended March 31, 2022 and 2021, respectively. Equity — Distinguishing Liabilities from Equity Immediately prior to Closing, all Series of Old Boxed preferred stock was converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer had temporary equity on its Condensed Consolidated Balance Sheets. Employee Benefit Plan — Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility — Expected Term — Risk-Free Interest Rate — Dividend Yield — Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. Net Loss Per Share — Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. Income Taxes — Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. Revenue Recognition — Revenue from Contracts with Customers Revenue from Contracts with Customers Other Income (Expense), Net — Customer Incentives — Vendor Rebates — in the condensed consolidated balance sheet. Vendor rebates received by the Company reduce the carrying cost of inventory and are recognized in cost of sales in the condensed consolidated statements of operations when the related inventory is sold. Cost of Sales — Delivery Costs — Selling, General and Administrative Expense — Research and Development Advertising Expense — Advertising Costs Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Upon adoption of ASC 842 the Company recognized operating lease ROU assets and operating lease liabilities related to its office leases and fulfillment centers of $11,298 and $11,742, respectively. The difference in the initial operating lease ROU assets and operating lease liabilities balances is $444 related to the de-recognition of existing deferred rent and incentive balances. The Company elected the “package of practical expedients,” which permitted the Company to not reassess prior conclusions about whether any expired or existing arrangements are or contain a lease, lease classification and the treatment of initial direct costs under the new guidance. The Company did not elect the use-of-hindsight practical expedient. The Company’s accounting for lessee finance leases remains substantially unchanged from legacy guidance. All prior periods are presented in accordance with legacy guidance for both operating and finance leases. The standard did not have a significant impact on the Company’s Condensed Consolidated Statements of Operations or Statements of Cash Flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | BOXED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021, 2020, and 2019 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description — Business Combination On December 8, 2021, the Company consummated the Business Combination and other transactions (the “Closing”). The following occurred upon the Closing: ● Old Boxed merged with Blossom Merger Sub, Inc., a wholly-owned subsidiary of the Company, with Old Boxed surviving the merger as a wholly-owned subsidiary of the Company. Immediately following this initial merger, Old Boxed merged with and into Blossom Merger Sub II, LLC, another wholly-owned subsidiary of the Company, with Blossom Merger Sub II, LLC surviving the merger and changing its name to “Boxed LLC.” ● The Company changed its name from “Seven Oaks Acquisition Corp.” to “Boxed, Inc.” and is referred to herein as “New Boxed,” the “Company,” or the “Post Business Combination Company”. Unless the context otherwise requires, references to “Seven Oaks” herein refer to the Company prior to Closing. ● Holders of 18,098,335 shares of Seven Oaks Class A common stock sold in its initial public offering exercised their right to have such shares redeemed (the “Redemptions”) for a full pro rata portion of the trust account holding the proceeds from Seven Oak’s initial public offering. The remaining 7,776,665 shares of Seven Oaks Class A common stock were each automatically reclassified into one share of New Boxed common stock. ● The 6,468,750 shares of Seven Oaks Class B common stock held by Seven Oaks Sponsor LLC (the “Sponsor”) were each automatically reclassified into one share of New Boxed common stock, of which 1,940,625 are subject to vesting under certain conditions (the “Sponsor Earnout Shares”). The Sponsor Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved. Refer to Note 15 for detail on the Company’s valuation of these shares. ● Pursuant to subscription agreements entered into in connection with the Business Combination Agreement (the “Subscription Agreements”), certain investors (the “PIPE Investors”) subscribed to purchase an aggregate of 3,250,000 shares of Class A common stock at $10.00 per share and an aggregate of $87,500,000 in principal amount of convertible notes (the “PIPE Convertible Notes” or “Convertible Notes”) upon consummation of the Business Combination (collectively, the “PIPE Investment”). At Closing, the Company consummated the PIPE Investment and 3,250,000 shares of New Boxed common stock were issued. Refer to Note 5 for terms and details of the PIPE Convertible Notes. ● After giving effect to the transactions described above, including the Redemptions and the consummation of the PIPE Investment, there were 15,554,790 shares of New Boxed common stock issued and outstanding (excluding the Sponsor Earnout Shares). Prior to the Closing, on November 28, 2021, Seven Oaks entered into an agreement (the “Forward Purchase Agreement”) with ACM AART VII D LLC (“ACM”) for a cash-settled OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock (the “Forward Purchase shares”) and, one business day following the closing of the Business Combination, the Company paid out to ACM an amount (such amount, as adjusted under the Forward Purchase Agreement, the “Prepayment Amount”) equal to the redemption price per share multiplied by the number of subject shares on the date of prepayment. The Prepayment Amount of $65,062,414 was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in deposit account for the benefit of ACM until the “Valuation Date” (the second anniversary of the closing of the Business Combination, subject to certain acceleration provisions). At any time prior to the Valuation Date, ACM may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If ACM sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. As of December 31, 2021, ACM has sold 501,109 shares, for which the Company received gross proceeds of $5,012,225. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to the full remaining Prepayment Amount of $60,050,189. Refer to Note 11 for further detail on the Forward Purchase Agreement and the related settlement scenarios. As discussed above, a total of 18,098,335 shares of Seven Oaks Class A common stock were presented for redemption in connection with the Business Combination (the “Redemptions”). As a result, there was approximately $77,784,265 remaining in Seven Oaks’ trust account, following Redemptions. Combined with the total PIPE Investment of $120,000,000, comprised of $32,500,000 in equity and $87,500,000 in Convertible Notes, and after deducting combined company transaction fees of $47,667,386, there was approximately $150,116,879 of cash proceeds received by the Company from the transaction. After paying the Prepayment Amount of $65,062,414 on December 9, 2021, the day after the Closing, the Company had $85,054,465 in net proceeds remaining. As discussed above, as of December 31, 2021, $5,012,225 of the amount initially subject to settlement under the Forward Purchase Transaction, has already been recovered by the Company. The following table illustrates the net proceeds to the Company delivered through the Business Combination. Cash – $ 77,784,265 Cash – 32,500,000 Cash – 87,500,000 Gross cash proceeds resulting from the Business Combination 197,784,265 Less: combined company transaction costs (47,667,386) Net cash proceeds from the Business Combination 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 Further, the following table reconciles the elements of the Business Combination to the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit to the Consolidated Statement of Cash Flows as well as to the amounts disclosed herein in Note 1. Cash – $ 77,784,265 Cash – 32,500,000 Less: net impact of reverse recapitalization (38,648,877) Less: transaction costs reclassed or allocated to equity (6,212,454) Reverse recapitalization, net of transaction costs $ 65,422,934 Cash – 87,500,000 Less: transaction costs allocated to debt (10,534,127) Plus: noncash assumed warrant liability in reverse recapitalization 17,228,250 Net cash proceeds from the Business Combination on the Statements of Cash Flows $ 159,617,057 Less: transaction costs allocated to derivative instruments and expensed during the year (9,500,178) Net cash proceeds from the Business Combination within Note 1 $ 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 Immediately prior to Closing, each share of Old Boxed convertible preferred stock was converted to common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 (the “Exchange Ratio”) shares of New Boxed common stock. Also as a result of the consummation of the Business Combination, each share of Old Boxed common stock was converted into the right to receive approximately 0.9498 shares of New Boxed common stock and each outstanding and unexercised option to purchase Old Boxed common stock, vested or unvested, was assumed and converted into the an option to purchase 0.9498 shares of New Boxed common stock, subject to the same terms and conditions as applied to the underlying options to purchase Old Boxed common stock. Based on the following factors, the Company determined under the Accounting Standards Codification (“ASC”) 805, Business Combinations, ● Old Boxed stockholders owned approximately 76.7% of the shares in the Post Business Combination Company, and thus had sufficient voting right to exert influence over the Post Business Combination Company. ● Old Boxed appointed a majority of the Post Business Combination Company’s board of directors and maintained a majority of the composition of management. ● Old Boxed was the larger entity based on historical revenues and business operations and comprised the ongoing operations of the Post Business Combination Company. ● The Post Business Combination Company assumed the name “Boxed, Inc.” In accordance with the guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the consummation of Business Combination on December 8, 2021 to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Old Boxed’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Old Boxed convertible preferred stock and Old Boxed common stock prior to the Business Combination has been retroactively recast as shares reflecting the Exchange Ratio of 0.9498 established in the Business Combination. The Post Combination Company common stock and warrants commenced trading on the New York Stock Exchange under the symbols “BOXD” and “BOXD WS,” respectively, on December 9, 2021. COVID-19 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide certain relief in response to the COVID-19 pandemic. The CARES Act includes numerous tax provisions and other stimulus measures (See Note 8, Income Taxes, for additional information). Among the various provisions in the CARES Act, the Company is utilizing the payroll tax deferrals. The Company did not receive any loans under the CARES Act. Principles of Consolidation — Basis of Presentation Going Concern, Liquidity and Management’s Plan $2,767,471 In addition, as disclosed in Note 6, the Company entered into a term loan agreement (the “New Term Loan”) in August 2021 for principal of $45,000,000. The New Term Loan contains a certain number of financial covenants, which requires the Company to (i) maintain minimum unrestricted cash balance of $15,000,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. In order to achieve these targets, the Company expects to invest in growth initiatives including substantially increasing its marketing spend, resulting in an increase in cash used in operating activities for the next twelve months. As of December 31, 2021, the Company was in compliance with the financial covenants required by its New Term Loan. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with these covenants over the next twelve months. If the Company breaches its financial covenants and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the New Term Loan or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided a waiver or forbearance will be granted or the outstanding borrowings under the New Term Loan will be successfully refinanced on terms that are acceptable to the Company. To date, the Company has raised a substantial amount of capital from outside investors and lenders through the issuance of stock and borrowings, including under our term loans and revolving credit facilities, as well as through the consummation of the Business Combination, and expects this reliance to continue for the foreseeable future. However, as of December 31, 2021, the Company had no additional capital available for borrowing and no firm commitment from current or prospective investors to provide the Company additional capital to fund operations in the foreseeable future. While management believes the Company will be able to obtain additional capital, no assurance can be provided that such capital will be obtained or on terms that are acceptable to the Company. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If management is unsuccessful in securing additional capital and/or executing its strategy of growth whereby the Company realizes profits and generates sufficient cash inflows from operations to fund the Company’s obligations as they become due, management may be required to seek other strategic alternatives such as a further reduction in the Company’s current cost structure, or a recapitalization of the Company’s balance sheet, including related outstanding debt and equity securities. The accompanying Consolidated Financial Statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties. Estimates experience, and reasonable assumptions. After such review, those estimates are adjusted accordingly. Actual results could differ from those estimates. Segment Information 1) Retail — This segment engages in the sale of consumer products and goods in bulk sizes to consumers and business in the continental United States. 2) Software & Services — This segment primarily relates to the Company’s research, development, marketing and production of the Company’s proprietary software for sale to third parties. See Note 18 for Segment Reporting for the years ended December 31, 2021, 2020, and 2019, respectively. Cash and Cash Equivalents Restricted Cash $ 2,767,471 Accounts Receivable, Net Accounts receivable includes $2,317,908, $2,705,028, and $2,731,111 of trade receivables as of December 31, 2021, 2020, and 2019, respectively. The Company has recorded an allowance of $95,558, $205,384, and $176,653 as of December 31, 2021, 2020, and 2019, respectively, for doubtful accounts as follows: For the Year Ended December 31, 2021 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 205,384 — — (109,826) $ 95,558 For the Year Ended December 31, 2020 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 176,653 28,731 — — $ 205,384 For the Year Ended December 31, 2019 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 141,282 35,371 — — $ 176,653 Fair Value of Financial Instruments Level 1 Level 2 Level 3 The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Concentrations of Risk The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of December 31, 2021 and 2020, one third party seller accounted for approximately 40.9% and 54.3% of the Company’s outstanding gross receivables, respectively. Leases — Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. During the year ended December 31, 2021, the Company wrote-down $394,848 of inventory that was estimated to be sold below cost, primarily related to SKUs which were in high demand during the COVID-19 pandemic. There were no material write-offs for the year ended December 31, 2020 and 2019. Property and Equipment, Net range from 3 Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Capital lease asset 7 years Software development 4 years Software Development Costs Internal Use Software In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed Impairment of Long-Lived Assets Deferred Contract Costs Forward Purchase Receivable and Forward Purchase Option Derivative purchase option derivative,” on its Consolidated Balance Sheets. Refer to the Business Combination discussion above and Note 11 for further detail. Intangible Assets and Goodwill — Combinations Debt Equity Distinguishing Liabilities from Equity Immediately prior to Closing, all series of Old Boxed preferred stock were converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer has temporary equity on its Consolidated Balance Sheets. Equity Issuance Costs Costs incurred in connection with the issuance of the Company’s series preferred stock have historically been recorded as a direct reduction against preferred stock within the Consolidated Balance Sheets. Additionally, certain transaction costs incurred in connection with the merger that are direct and incremental to the Business Combination, as discussed below, have been recorded as a component of additional paid in capital within the Consolidated Balance Sheets. Employee Benefit Plan Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC Topic 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. Net Loss Per Share Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. Revenue Recognition Revenue from Contracts with Customers Revenue from Contracts with Customers Other Income (Expense), Net Customer Incentives Vendor Rebates Delivery Costs Cost of Sales — Selling, General and Administrative Expense In accordance with ASC 730-10-25, Research and Development Advertising Expense Transaction Costs Expenses of Offering and administrative expense in the Consolidated Statements of Operations. Direct and specific incremental transaction costs related to the Business Combination that would not otherwise have been incurred had the transaction not consummated were allocated across the PIPE Equity, PIPE Convertible Notes, and the derivative instruments associated with the transaction. Of the incremental transaction costs of $21,215,856 incurred by Old Boxed, (i) a total of $6,212,454 was treated as a reduction to cash proceeds and deducted from the Company’s additional paid-in capital upon consummation of the Business Combination, including $3,917,093 in costs that were previously deferred (ii) $10,534,127 was allocated to the PIPE Convertible Notes and was treated as debt issuance costs and (iii) $4,469,276 was allocated to the derivative instruments and was recorded within other income (expense), net in the Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06 — Debt — Debt with Conversion and Other Options Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other-Internal-Use Software (Subtopic 35-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently Announced Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Under the “incurred loss” model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been “incurred”). Under the “expected loss” model, an entity will recognize a loss (or allowance) upon initial recognition of the asset that reflects all future events that will lead to a loss being realized, regardless of whether it is probable that the future event will occur. The “incurred loss” model considers past events and current conditions, while the “expected loss” model includes expectations for the future which have yet to occur. ASU 2016-13 is effective for private companies beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of the new standard on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to recognize in its balance sheet an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee’s right to use the underlying asset for the lease term. On June 3, 2020, the FASB deferred the effective date of ASC 842 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its Consolidated Financial Statements but believes that there will be right of use assets and lease liabilities recognized on the Company’s Consolidated Balance Sheets and an immaterial impact on the Company’s Consolidated Statement of Operations. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | 2. BUSINESS COMBINATION On December 8, 2021, the Company consummated its Business Combination pursuant to the terms of the Business Combination Agreement, by and among the Company, Blossom Merger Sub, Inc., Blossom Merger Sub II, LLC, and Old Boxed. Upon consummation of the Business Combination and other transactions, the following occurred: ● The Company changed its name from “Seven Oaks Acquisition Corp.” to “Boxed, Inc.” and is referred to herein as “New Boxed,” the “Company,” or the “Post Business Combination Company”. Unless the context otherwise requires, references to “Seven Oaks” herein refer to the Company prior to Closing. ● Holders of 18,098,335 shares of Seven Oaks Class A common stock sold in its initial public offering exercised their right to have such shares redeemed (the “Redemptions”) for a full pro rata portion of the trust account holding the proceeds from Seven Oak’s initial public offering. The remaining 7,776,665 shares of Seven Oaks Class A common stock were each automatically reclassified into one share of New Boxed common stock. ● The 6,468,750 shares of Seven Oaks Class B common stock held by Seven Oaks Sponsor LLC (the “Sponsor”) were each automatically reclassified into one share of New Boxed common stock, of which 1,940,625 are subject to vesting under certain conditions (the “Sponsor Earnout Shares”). The Sponsor Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved. Refer to Note 14 for detail on the Company’s valuation of these shares. ● Pursuant to subscription agreements entered into in connection with the Business Combination Agreement (the “Subscription Agreements”), certain investors (the “PIPE Investors”) subscribed to purchase an aggregate of 3,250,000 shares of Class A common stock at $10.00 per share and an aggregate of 87,500 in principal amount of convertible notes (the “PIPE Convertible Notes” or “Convertible Notes”) upon consummation of the Business Combination (collectively, the “PIPE Investment”). At Closing, the Company consummated the PIPE Investment and 3,250,000 shares of New Boxed common stock were issued. Refer to Note 6 for terms and details of the PIPE Convertible Notes. ● After giving effect to the transactions described above, including the Redemptions and the consummation of the PIPE Investment, there were 15,554,790 shares of New Boxed common stock issued and outstanding (excluding the Sponsor Earnout Shares). Prior to the Closing, on November 28, 2021, Seven Oaks entered into an agreement (the “Forward Purchase Agreement”) with ACM AART VII D LLC (“ACM”) for a cash-settled OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock (the “Forward Purchase shares”) and, one business day following the closing of the Business Combination, the Company paid out to ACM an amount (such amount, as adjusted under the Forward Purchase Agreement, the “Prepayment Amount”) equal to the redemption price per share multiplied by the number of subject shares on the date of prepayment. The Prepayment Amount of $65,062 was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in deposit account for the benefit of ACM until the “Valuation Date” (the second anniversary of the closing of the Business Combination, subject to certain acceleration provisions). At any time prior to the Valuation Date, ACM may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If ACM sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. As of March 31, 2022, ACM has sold 734,702 shares, for which the Company received net proceeds of $6,878. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to the full remaining Prepayment Amount of $58,184. Refer to Note 12 for further detail on the Forward Purchase Agreement and the related settlement scenarios. As discussed above, a total of 18,098,335 shares of Seven Oaks Class A common stock were presented for redemption in connection with the Business Combination (the “Redemptions”). As a result, there was approximately $77,784 remaining in Seven Oaks’ trust account, following Redemptions. Combined with the total PIPE Investment of $120,000, comprised of $32,500 in equity and $87,500 in Convertible Notes, and after deducting combined company transaction fees of $47,667, there was approximately $150,117 of cash proceeds received by the Company from the transaction. After paying the Prepayment Amount of $65,062 on December 9, 2021, the day after the Closing, the Company had $85,054 in net proceeds remaining. As discussed above, as of March 31, 2022, $6,878 of the amount initially subject to settlement under the Forward Purchase Transaction, has already been recovered by the Company. Public and Private Warrants — The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging During the three months ended March 31, 2022, 821 warrants were exercised, leaving 18,524,179 outstanding. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following at March 31, 2022 and December 31, 2021: December 31, March 31, 2022 2021 Leasehold improvements $ 8,758 $ 8,716 Warehouse equipment 3,105 3,056 Computers and small tools 1,417 1,337 Furniture and fixtures 85 85 Software development 14,146 14,091 Work in progress 378 7 27,889 27,292 Less: Accumulated depreciation and amortization (21,287) (20,273) Property and equipment, net $ 6,602 $ 7,019 The Company recorded depreciation and amortization expense of $1,016 and $1,230 for the three months ended March 31, 2022 and 2021, respectively, of which $305 and $499 related to software development costs, respectively. | 2. PROPERTY AND EQUIPMENT Property and equipment — net consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 8,715,489 $ 8,147,638 Warehouse equipment 3,056,072 2,192,471 Computers and small tools 1,337,493 1,061,177 Furniture and fixtures 85,480 95,064 Software development 14,090,389 13,608,520 Work in progress 7,066 359,992 27,291,989 25,464,862 Less: Accumulated depreciation and amortization (20,272,651) (15,053,466) Property and equipment, net $ 7,019,338 $ 10,411,396 Work in progress includes capitalized costs for on-going software development projects. The Company recorded depreciation and amortization expense of $4,496,519, $4,785,778, and $4,377,731 for the years ended December 31, 2021, 2020, and 2019, respectively, of which, $1,678,704, $2,081,625, and $1,983,936 related to software development costs, respectively. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of March 31, 2022 and December 31, 2021, the major components of prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 Prepaid insurance $ 3,946 $ 476 Prepaid services (1) 4,195 1,918 Vendor funds receivable 1,099 1,058 Other prepaid expenses 2,459 806 Other receivables 301 657 Total $ 12,000 $ 4,915 (1) Prepaid services represents the current portion paid to Palantir in the first quarter of 2022 in accordance with the Company’s Master Service Agreement, as discussed and defined in Note 11. The noncurrent portion of $10,702 is recorded as prepaid expenses, noncurrent on the Company’s Condensed Consolidated Balance Sheets. | 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 and 2020, the major components of prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid services 1,918,299 — Vendor funds receivable 1,057,718 866,276 Other prepaid expenses 1,281,799 765,677 Other receivables 657,489 499,942 Total $ 4,915,305 $ 2,131,895 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER CURRENT LIABILITIES | 5. OTHER CURRENT LIABILITIES As of March 31, 2022 and December 31, 2021, the major components of other current liabilities consisted of the following: March 31, 2022 December 31, 2021 Credit card payable $ 13,347 $ 13,738 Accrued sales tax payable 1,920 1,708 Deferred rent – short term — 451 Credits liability 648 641 Obligation for equity consideration (1) — 3,000 Other accrued liabilities 2,116 2,362 Total $ 18,031 $ 21,899 (1) For further detail on the equity consideration, refer to Note 1 within the discussion on the MaxDelivery Acquisition . The equity consideration was issued in March 2022. | 4. OTHER CURRENT LIABILITIES As of December 31, 2021 and 2020, the major components of other current liabilities consisted of the following: December 31, 2021 2020 Credit card payable $ 13,738,270 $ 10,473,079 Accrued sales tax payable 1,707,557 1,845,831 Deferred rent – short term 450,776 622,940 Credits liability 640,994 633,287 Obligation for equity consideration (1) 3,000,000 — Other accrued liabilities 2,361,545 1,382,927 Total $ 21,899,142 $ 14,958,064 (1) For further detail on the obligation for equity consideration, refer to Note 10. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES | 6. CONVERTIBLE NOTES Concurrently with the execution of the Business Combination and for the purposes of raising the cash portion of the consideration for the Business Combination, Seven Oaks entered into Subscription Agreements with the PIPE Investors. Pursuant to these agreements, upon the Closing on December 8, 2021, the Company issued an aggregate of $87,500 in principal amount of PIPE Convertible Notes. The PIPE Convertible Notes will bear interest at a rate of 7.00% per annum payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2022. The PIPE Convertible Notes will mature on December 15, 2026, unless earlier repurchased by the Company or converted at the option of the holders. Upon conversion, the Company will settle conversions of PIPE Convertible Notes through payment or delivery, as the case may be, of cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the PIPE Convertible Notes is 83.333 shares of common stock per $1 thousand principal amount of the PIPE Convertible Notes (which represents an initial conversion of approximately $12.00 per share). The conversion rate for the PIPE Convertible Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the indenture governing the PIPE Convertible Notes) or a redemption with respect to the PIPE Convertible Notes occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the PIPE Convertible Notes by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. The Company is required to repurchase the PIPE Convertible Notes upon a fundamental change (as defined in the indenture governing the PIPE Convertible Notes) at a fundamental repurchase price equal to 101% of the principal amount plus any accrued and unpaid interest. On or after December 20, 2024, respectively, the Company may redeem for cash all or any portion of the PIPE Convertible Notes, at the Company’s option if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading-day period. To the extent that the Company is unable to pay cash interest on the PIPE Convertible Notes on each interest payment date because of restrictions in the Company’s new term loan agreement (as discussed in Note 6), or at the election of the Company to defer interest payments, an amount equal to the unpaid interest then due will be added to the principal amount, without any action by the Company or the lender of the new term loan. The interest that is capitalized with, or added to, the principal amount is known as “PIK Interest.” As of March 31, 2022, the Company accrued for $1,531 of interest. Prior to each interest period, at its election, the Company will determine whether to pay cash interest or defer to PIK Interest. Of the total transaction costs incurred as part of the Business Combination, $10,534 was allocated to the PIPE Convertible Notes and treated as debt issuance costs. As of March 31, 2022, the remaining period over which the debt issuance costs will be amortized was 4.71 years. The indenture related to the Subscription Agreements includes customary affirmative and negative covenants including, among other things, compliance with applicable law, payment terms, events of default, and the terms surrounding the ability to repurchase the PIPE Convertible Notes. | 5. CONVERTIBLE NOTES PIPE Convertible Notes Concurrently with the execution of the Business Combination and for the purposes of raising the cash portion of the consideration for the Business Combination, Seven Oaks entered into Subscription Agreements with the PIPE Investors. Pursuant to these agreements, upon the Closing on December 8, 2021, the Company issued an aggregate of $87,500,000 in principal amount of PIPE Convertible Notes. The PIPE Convertible Notes will bear interest at a rate of 7.00% per annum payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2022. The PIPE Convertible Notes will mature on December 15, 2026, unless earlier repurchased by the Company or converted at the option of the holders. Upon conversion, the Company will settle conversions of PIPE Convertible Notes through payment or delivery, as the case may be, of cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the PIPE Convertible Notes is 83.333 shares of common stock per $1,000 principal amount of the PIPE Convertible Notes (which represents an initial conversion of approximately $12.00 per share). The conversion rate for the PIPE Convertible Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the indenture governing the PIPE Convertible Notes) or a redemption with respect to the PIPE Convertible Notes occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the PIPE Convertible Notes by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. The Company is required to repurchase the PIPE Convertible Notes upon a fundamental change (as defined in the indenture governing the PIPE Convertible Notes) at a fundamental repurchase price equal to 101% of the principal amount plus any accrued and unpaid interest. On or after December 20, 2024, respectively, the Company may redeem for cash all or any portion of the PIPE Convertible Notes, at the Company’s option if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading-day period. To the extent that the Company is unable to pay cash interest on the PIPE Convertible Notes on each interest payment date because of restrictions in the Company’s new term loan agreement (as discussed in Note 6), or at the election of the Company to defer interest payments, an amount equal to the unpaid interest then due will be added to the principal amount, without any action by the Company or the lender of the new term loan. The interest that is capitalized with, or added to, the principal amount is known as “PIK Interest.” As of December 31, 2021, the Company accrued for $391,319 of interest using the stated interest rate. Prior to each interest period, the Company will determine whether to pay cash interest or defer to PIK Interest. As discussed in Note 1, $10,534,127 of the transaction costs incurred as part of the Business Combination were allocated to the PIPE Convertible Notes and treated as debt issuance costs. As of December 31, 2021, the remaining period over which the debt issuance costs will be amortized was 4.95 years. The indenture related to the Subscription Agreements includes customary affirmative and negative covenants including, among other things, compliance with applicable law, payment terms, events of default, and the terms surrounding the ability to repurchase the PIPE Convertible Notes. Convertible Promissory Notes On May 15, 2020, May 26, 2020 and May 29, 2020, the Company issued Subordinated Convertible Promissory Notes (each, a “Note”) in an aggregate principal amount of $8,215,000 pursuant to the Note Purchase Agreement, dated May 15, 2020, by and among the Company and the noteholders. The maturity date of the Notes is the earlier of (a) two years from the Note issuance; (b) upon acceleration due to an event of default; and (c) upon conversion of the Notes in connection with the Company raising equity proceeds of $25,000,000 or more inclusive of the principal amount of the Notes. The Notes accrue 0.25% simple interest per annum (the short-term AFR fixed on the respective Note issuance date). The Notes converted into Series E-2 preferred stock as a result of the Series E raise in June 2020. In accordance with ASC 815-15-25 the conversion feature of the Promissory Note was considered an embedded derivative instrument that required bifurcation and separate accounting. The feature was recorded at its fair value at issuance date and separated from the underlying note value. The Promissory Note was converted in the same quarter as issuance. Upon conversion, the Company performed a final valuation of the embedded derivative’s fair value which resulted in a loss of $4,323,770 which was recorded in other income (expense), net. The fair market value of the derivative was calculated using a discounted cash flow model, which utilized the original implied discount rate and an adjustment for a change in the market spread. Additionally, the Promissory Note and bifurcated derivative were removed at the carrying amounts, with the difference in the then-current fair value of the shares issued of $102,972 being recorded as a loss on extinguishment within other income (expense), net. There was no impact on the Consolidated Balance Sheets as the issuance and conversion of the note occurred within the same quarter of 2020. Immediately prior to the consummation of the Business Combination, all of the Old Boxed preferred stock, including the Series E-2 preferred stock discussed above, converted into shares of Old Boxed common stock. Then upon Closing, each share of Old Boxed common stock converted into the right to receive approximately 0.9498 shares of New Boxed common stock. |
DEBT
DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
DEBT | 7. DEBT On August 4, 2021, the Company entered into a new term loan agreement (“the New Term Loan”). The New Term Loan will provide the Company with $45,000 at a floating per annum rate of LIBOR plus 8.5%, with a maturity date of August 4, 2025. Should LIBOR no longer be published, the agreement provides for an alternative rate of interest based on the per annum rate equal to the greatest of the Prime Rate or the Federal Funds Effective Rate plus 1/2 of 1% in effect on such day. The agreement provides the lender with a first priority security interest in all of the Company’s assets and contains a certain number of financial covenants, which requires us to (i) maintain minimum unrestricted cash balance of $15,000, (ii) maintain minimum net Retail revenue based upon agreed upon quarterly targets, and (iii) maintain a Retail gross margin percentage of at least 8%. These net Retail revenue and Retail gross margin targets are tested quarterly on a trailing twelve-month basis. The agreement also includes other affirmative and negative covenants, which, among other things, restricts the Company’s ability to pay dividends or make any distributions, incur indebtedness, incur liens, and sell substantially all of its assets. The agreement also subjects the Company to certain reporting covenants. The Company is required to provide monthly, quarterly and annual financial statements, operating budget and metrics, and other financial information as requested. Also in connection with the New Term Loan, the Company issued 126,993 warrants to purchase price stock at an exercise price of $7.0871, which were cashless exercised immediately prior to the closing of the Business Combination. Further, on August 4, 2021, the Company repaid the outstanding principal balance of the Seventh Amendment of its existing term loan and security agreement (the “Credit Agreement”) of $5,000 and recognized a loss on extinguishment of debt in the amount of $203. In connection with the loan repayment, the Company’s letter of credit was modified and the Company is now required to maintain cash collateral for the outstanding letters of credit. As a result, the cash collateral related to the outstanding letters of credit are segregated in restricted cash accounts as of March 31, 2022. Refer to the Notes to the Annual Report for further detail on the Seventh Amendment and corresponding Credit Agreement. As of both March 31, 2022 and December 31, 2021, the Company had approximately $2,768 of letters of credit issued, respectively, of which none were drawn. Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 6), consisted of the following as of March 31, 2022 and December 31, 2021. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. March 31, 2022 December 31, 2021 Term Loan, matures August 2025 $ 43,386 $ 43,287 PIPE Convertible Notes (1) 77,371 77,047 Total debt 120,757 120,334 Less: current portion — — Long-term debt $ 120,757 $ 120,334 Aggregate maturities of long-term debt as of March 31, 2022 are as follows: March 31, 2022 2022 (remaining nine months) $ — 2023 — 2024 — 2025 43,386 2026 77,371 Total $ 120,757 (1) As discussed in Note 6, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders. | 6. DEBT In June 2020, the Company amended and extended the loan and security agreement (the “Credit Agreement”), originally dated previously amended in December 2017, January 2018, and March 2020. The June 2020 amendment, which was the Seventh Amendment to the Credit Agreement, granted the Company a term loan in the principal amount of $7,500,000 with a maturity date of December 22, 2022, of which $5,132,500 was immediately drawn. In July 2020, the Company drew down on the remaining $2,367,500 of principal in this most recent amendment, increasing the Company’s total borrowings to $7,500,000. The Seventh Amendment also reduced the available letters of credit from $11,000,000 to $4,000,000. As of December 31, 2020, the Company had issued $2,571,667 letters of credit, out of the $4,000,000 available. The Credit Agreement provided the bank a first perfected security interest in all of the Company’s assets with a negative pledge on intellectual property. As of December 31, 2020 and 2019, outstanding amounts drawn on the Credit Agreements accrued interest at a floating per annum rate equal to three and one-quarter of one percentage points (3.25%) above the Prime Rate for 2020 and 2019, respectively. In connection with the Credit Agreement and associated amendments, the Company had issued warrants to purchase (i) 15,107 shares of common stock at a price of $0.95 per share on June 24, 2015 (ii) 10,000 shares of common stock at a price of $2.33 per share on December 22, 2016, and (iii) 12,500 shares of common stock at a price of $3.04 per share on May 22, 2018. Refer to Note 12 for a discussion around the cashless exercise of these warrants upon consummation of the Business Combination. On August 4, 2021, the Company entered into a new term loan agreement (the “New Term Loan”). The New Term Loan will provide the Company with $45,000,000 at a floating per annum rate of LIBOR plus 8.5%, with a maturity date of August 4, 2025. Should LIBOR no longer be published, the agreement provides for an alternative benchmark rate (which may include Term SOFR). The agreement provides the lender with a first priority security interest in all of the Company’s assets and contains a certain number of financial covenants, which requires us to (i) maintain minimum unrestricted cash balance of $15,000,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. These net Retail revenue and Retail gross margin targets are tested quarterly on a trailing twelve-month basis. The agreement also includes other affirmative and negative covenants, which, among other things, restricts the Company’s ability to pay dividends or make any distributions, incur indebtedness, incur liens, and sell substantially all of its assets. The agreement also subjects the Company to certain reporting covenants. The Company is required to provide monthly, quarterly and annual financial statements, operating budget and metrics, and other financial information as requested. Also in connection with the New Term Loan, the Company issued 126,993 warrants to purchase price stock at an exercise price of $7.0871, which expire on August 4, 2031. A portion of the proceeds from the New Term Loan was first allocated to the warrants in an amount equal to the fair value of the warrants on the date of issuance and the remainder of the proceeds were allocated to debt. These warrants were cashless exercised immediately prior to the closing of the Business Combination and as a result, there were no warrants outstanding associated with the New Term Loan as of December 31, 2021. Refer to Note 11 for further details regarding the Company’s warrants. Further, on August 4, 2021, the Company repaid the outstanding principal balance of the Seventh Amendment of its Credit Agreement of $5,000,000 and recognized a loss on extinguishment of debt in the amount of $202,723. In connection with the loan repayment, the Company’s letter of credit was modified and the Company is now required to maintain cash collateral for the outstanding letters of credit. As a result, the cash collateral related to the outstanding letters of credit are segregated in restricted cash accounts as of the third quarter of 2021. As of December 31, 2021, the Company had approximately $2,767,471 Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 5), consisted of the following as of December 31, 2021 and 2020. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. December 31, 2021 2020 New Term loan, matures August 2025 $ 43,286,747 $ — 7th Amendment term loan, matures December 2022 — 7,500,000 PIPE Convertible Notes (1) 77,047,475 — Total debt $ 120,334,222 $ 7,500,000 Less: current portion — (3,750,000) Long-term debt $ 120,334,222 $ 3,750,000 Aggregate maturities of debt as of December 31, 2021 are as follows: 2022 $ — 2023 — 2024 — 2025 43,286,747 2026 77,047,475 Total $ 120,334,222 (1) As discussed in Note 5, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders . |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | 8. REVENUE RECOGNITION As discussed in Note 1, the Company adopted ASC 606 as of January 1, 2019, using a modified retrospective approach. The Company elects to apply the practical expedient to forego the disclosure of revenue related to performance obligations that are part of a contract whose original expected duration is less than one year. This practical expedient applies to all revenue streams except revenue generated from the Company’s software license revenue, as the term of software is greater than one year. The related remaining performance obligations for software license revenue are discussed below. Retail Revenue — Merchandise Sales — Subscription Sales — amount. The duration of the membership is generally 12 months. Because the Company has the obligation to provide access to its website for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership. The Company’s deferred revenue related to membership fees was $671 and $752 as of March 31, 2022 and December 31, 2021, respectively. Outbound delivery fees — Marketing fees — Returns and Refunds — Tax Collected — Software & Services Revenue — Software License Revenue — For software license, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1,043 as of March 31, 2022 for maintenance fees for the remainder of the initial contract term of five years. The Company recognized $1,668 and $60 in implementation and maintenance fees during the first quarter of 2022, respectively, and expects to recognize approximately $240 in maintenance fees, respectively, over the next 12 months. Contract Assets and Liabilities The difference in the opening and closing balances of the Company’s contract assets (unbilled receivables) and contract liabilities (deferred revenue) results from the timing differences between the Company’s performance and the customer’s payment. The Company fulfills its obligations under contracts with customers by transferring goods and services in exchange for consideration from the customer. The Company recognizes a contract asset when it transfers products or services to a customer for which the billings occur in a future period. As of March 31, 2022, the Company recognized contract assets (unbilled receivables) related to its software licensing agreement under its Software & Services segment. The Company recognizes a contract liability when consideration is received from customers in advance of revenue recognition as described within the revenue streams above. March 31, December 2022 31, 2021 Contract assets (unbilled receivables) $ 11,044 $ 8,891 Contract liabilities (deferred revenue) $ 1,904 $ 2,020 The unbilled receivables and deferred revenue for the Company’s Software & Services segment are presented net at the contract level. The remaining deferred revenue that is presented separately on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2022 is related to the Company’s Retail segment. The increase in unbilled receivables as of March 31, 2022 is driven by the recognition of the remaining deferred revenue related to AEON’s implementation, which previously offset a portion of the unbilled receivables. The unbilled receivables balance is attributable to the satisfaction of certain performance obligations for which billings were not yet invoiced as of March 31, 2022, partially offset by an increase in new billings for other certain performance obligations that were not yet satisfied. Revenue Disaggregation The Company had total revenue of $46,626 and $40,858 for the three months ended March 31, 2022 and 2021, respectively. The Company manages and reports operating results through two reportable segments defined by our products and services: Retail and Software & Services. The Company’s Retail operations represent the majority of its consolidated total revenues. The following table summarizes the Company’s net revenue disaggregated by sales channel: Three Months Ended March 31, 2022 2021 Direct Sales (1) $ 39,823 $ 36,273 Channel Sales (2) $ 4,573 $ 3,602 Software & Services (3) $ 2,250 $ 982 (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements. | 7. REVENUE RECOGNITION As discussed in Note 1, the Company adopted ASC 606 as of January 1, 2019, using a modified retrospective approach. The Company elects to apply the practical expedient to forego the disclosure of revenue related to performance obligations that are part of a contract whose original expected duration is less than one year. This practical expedient applies to all revenue streams except revenue generated from the Company’s software license revenue, as the term of software is greater than one year. The related remaining performance obligations for software license revenue are discussed below. (a) Retail Revenue Merchandise Sales Subscription Sales Outbound delivery fees Marketing fees Returns and Refunds Tax Collected (b) Software & Services Revenue Software License Revenue based royalty exception; training revenue is recognized when the training is delivered to the customer without regard to a detailed evaluation of the point in time criteria due to the short-term nature of the training services (completed within the same quarterly reporting period); and maintenance and support revenue is recognized over time on a straight-line basis over the contract period. For contracts with multiple performance obligations, we allocate the contract price to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices using a cost plus a margin approach. The total transaction price for the Company’s current contract related to software license revenue includes fixed and variable consideration. For software license, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1,667,755 and $1,103,226 as of December 31, 2021 2021 (c) Contract Assets and Liabilities The difference in the opening and closing balances of the Company’s contract assets (unbilled receivables) and contract liabilities (deferred revenue) results from the timing differences between the Company’s performance and the customer’s payment. The Company fulfills its obligations under contracts with customers by transferring goods and services in exchange for consideration from the customer. The Company recognizes a contract asset when it transfers products or services to a customer for which the billings occur in a future period. As of December 31, 2021, the Company recognized contract assets (unbilled receivables) related to its software licensing agreement under its Software & Services segment. The Company recognizes a contract liability when consideration is received from customers in advance of revenue recognition as described within the revenue streams above. December 31, 2021 2020 Contract assets (unbilled receivables) $ 8,890,888 $ — Contract liabilities (deferred revenue) $ 2,020,351 $ 2,435,909 The unbilled receivables and deferred revenue for the Company’s Software & Services segment are presented net at the contract level. The remaining deferred revenue that is presented separately on the Company’s Consolidated Balance Sheets as of December 31, 2021 is related to the Company’s Retail segment. The increase in unbilled receivables as of December 31, 2021 is driven by the Company’s first software licensing agreement, signed in the first quarter of 2021. The unbilled receivables balance is attributable to the satisfaction of certain performance obligations for which billings were not yet invoiced as of December 31, 2021, partially offset by an increase in new billings for other certain performance obligations that were not yet satisfied. (d) Revenue Disaggregation The Company had total revenue of $177,266,677, $187,173,834, and $173,992,897 for the years ended December 31, 2021, 2020, and 2019, respectively. The Company manages and reports operating results through two reportable segments defined by our products and services: Retail and Software & Services. The Company’s Retail operations represent the majority of its consolidated total revenues. The following table summarizes the Company’s percentage of net Retail revenue disaggregated by sales channel: Years Ended December 31, 2021 2020 2019 Direct Sales (1) $ 139,647,865 $ 176,836,569 $ 143,749,787 Channel Sales (2) $ 17,341,244 $ 10,337,265 $ 30,243,110 Software & Services (3) $ 20,277,568 $ — $ — (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements . |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | 9. INCOME TAXES The Company has an effective tax rate of 0.00% and 0.00% for the three months ended March 31, 2022 and 2021, respectively. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The Company has applied ASC 740, Income Taxes | 8. INCOME TAXES Income Taxes December 31, 2021 2020 2019 Domestic $ (69,222,605) $ (34,436,576) $ (65,402,000) Foreign — — — Loss before income taxes $ (69,222,605) $ (34,436,576) $ (65,402,000) Total income taxes allocated to operations for the years ended December 31, 2021, 2020, and 2019 were as follows: 2021 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2020 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2019 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — Tax Rate Reconciliation December 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Permanent items (4.74) (2.74) (0.02) State taxes (net of federal benefit) 0.07 0.00 0.00 Deferred rate change 0.00 — (0.02) Valuation allowance (15.79) (17.28) (20.28) Stock-based compensation (0.54) (0.98) (0.68) Total provision and effective tax rate 0.00 % 0.00 % 0.00 % The difference between income taxes at the U.S. federal statutory income tax rate of 21% and the amounts reported relate primarily to pre-tax losses for which no tax benefit has been provided as we could not conclude that such amounts would be realized in the future. On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. The CARES Act makes changes to the U.S. tax code, including, but not limited to: (1) modifications to the business interest deduction limitation for tax years 2019 and 2020; (2) a technical correction of the recovery period of qualified improvement property from 39 to 15 years; (3) a repeal of the 80% taxable income limitation on the deduction of net operating losses (“NOLs”) for tax years beginning before January 1, 2021 as well as a five-year carryback period allowed for NOLs generated in tax years beginning after December 31, 2017 and before January 1, 2021; and (4) deferral of payment of the employer share of Social Security payroll taxes the Company would otherwise be responsible for paying in 2020. Fifty percent of the deferred payroll taxes are due on December 31, 2021, and the remaining amounts are due on December 31, 2022. Under ASC 740, the effects of new legislation would need to be recognized in the period of enactment. Therefore, the effects of the CARES Act would need to be accounted for in the year ended December 31, 2020. The Company elected to defer $834,430 of Social Security payroll taxes under the CARES Act and paid fifty percent of the amount deferred during the year ended December 31, 2021. The Company evaluated the other provisions of the CARES Act and determined there was no material impact for the year ended December 31, 2021. On December 21, 2020, Congress passed the Consolidated Appropriations Act, 2021. The act includes the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the COVID-related Tax Relief Act of 2020, both of which extend many credits and other COVID-19 relief, among other extenders. The Consolidated Appropriations Act is retroactively applied to the original date of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Like the CARES Act, under ASC 740, the effects of new legislation would need to be recognized in the period of enactment. Therefore, the effects of the Consolidated Appropriations Act would need to be accounted for in the year ended December 31, 2020. The Company evaluated the provisions of the Consolidated Appropriations Act and determined that there was no material impact for the year ended December 31, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of U.S. GAAP without compromising information provided to users of financial statements. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. It is effective for interim and annual periods beginning after December 15, 2020 for public companies, with early adoption permitted. There is no material impact to the Company. Components of Deferred Taxes December 31, 2021 2020 Deferred tax assets: Allowance for doubtful accounts $ 23,161 $ 49,815 Accrued expenses 204,937 220,548 Inventory 101,093 116,354 Deferred rent 109,261 151,089 Lease liability 43,254 62,499 Warrants — 463,701 Stock-based compensation 683,139 202,722 Charitable contributions 564,974 460,274 Net operating losses 82,617,414 71,553,413 Payroll tax deferral 101,126 202,385 Disallowed interest expense 853,857 216,444 Transaction costs 1,528,027 — Total deferred tax assets 86,830,243 73,699,244 Less: valuation allowance (85,757,888) (72,057,082) Net deferred tax assets $ 1,072,355 $ 1,642,162 Deferred tax liabilities: Intangible assets $ (649,050) $ (839,927) Property and equipment (423,305) (802,235) Total deferred tax liabilities $ (1,072,355) $ (1,642,162) Net deferred tax assets/liabilities $ — $ — Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Given the cumulative losses in recent years, a full valuation allowance has been established as of December 31, 2021 and 2020, and no deferred tax assets and related tax benefit have been recognized in the accompanying financial statements. The valuation allowance increased $13,700,805 and $6,796,688 from the full valuation allowances that were recorded as of December 31, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the Company had approximately $345,369,901 and $299,375,124 of federal net operating losses. Approximately $161,064,722 of the federal net operating losses will expire at various dates beginning in 2033 through 2040 if not utilized, while the remaining amount will have an indefinite life. As of December 31, 2021 and 2020, the Company had approximately $184,664,686 and $158,533,956 of state net operating losses. Some state net operating losses may follow the Tax Cut and Jobs Act and are indefinite life while most are definite life with various expiration dates beginning in 2034 through 2040. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. Consistent with the provisions of ASC 740, Income Taxes The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2021, 2020 and 2019: December 31, 2021 2020 2019 Beginning balance $ 1,348,904 $ 1,348,904 $ 1,372,064 Increases based on tax positions during the current period — — 301,847 (Decreases) based on tax positions during the current period — — (325,007) Ending balance $ 1,348,904 $ 1,348,904 $ 1,348,904 The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate would be $0 for the years ended December 31, 2021 and 2020. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of tax expense. The Company has not accrued any interest or penalties related to unrecognized tax benefits as of December 31, 2021 or 2020. Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company files U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examination due to the carryover of unused net operating losses and tax credits. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | 10. LEASES The Company leases its principal offices in New York, New York and maintains fulfillment centers and office space in various locations throughout the United States under operating leases which expire on various dates through January 2030. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The table below only considers lease obligations through the committed term as the Company is not reasonably certain to elect the option to extend its leases beyond the option date. The Company also entered into various finance lease arrangements for fulfillment center equipment. These agreements range from three years to approximately six years. Supplemental balance sheet information related to operating and finance leases as of March 31, 2022 was as follows: Leases Balance Sheet Classification March 31, 2022 Assets Operating lease assets Operating right-of-use assets $ 10,520 Finance lease assets Property and equipment, net 157 Total lease assets $ 10,677 Liabilities Current: Operating lease liabilities Operating lease liabilities, current $ 3,270 Finance Other current liabilities 74 Noncurrent: Operating lease liabilities Operating lease liabilities, noncurrent 7,703 Finance Other long-term liabilities 85 Total lease liabilities $ 11,132 As of March 31, 2022, for operating leases, the weighted-average remaining lease term is 5.1 years and the weighted-average discount rate is 11.16%. As of March 31, 2022, for finance leases, the weighted-average remaining lease term is 2.1 years, and the weighted-average discount rate is 8.84%. The components of lease cost for the three months ended March 31, 2022 were as follows: Lease Cost Statements of Operations Classification March 31, 2022 Finance lease cost: Amortization of right-of-use assets General and administrative expense $ 25 Interest on lease liabilities General and administrative expense 4 Total finance lease cost $ 29 Operating lease cost General and administrative expense 1,088 Variable lease cost General and administrative expense 35 Total lease cost $ 1,152 For office and fulfillment center leases and leased equipment, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance. The following represents a schedule of maturing lease commitments for operating and finance leases as of March 31, 2022: March 31, 2022 Operating Finance Maturity of lease liabilities 2022 (remaining nine months) $ 3,398 $ 64 2023 2,922 77 2024 1,742 34 2025 1,771 — 2026 1,707 — thereafter 2,926 — Total future minimum lease payments $ 14,466 $ 175 Less: interest (3,492) (16) Present value of lease liabilities $ 10,974 $ 159 Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows: December 31, 2021 2022 $ 4,478 2023 2,920 2024 1,742 2025 1,769 2026 1,711 thereafter 2,921 Total future minimum lease payments $ 15,541 Other supplemental cash flow information for the three months ended March 31, 2022 was as follows: March 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 1,078 Operating cash used for finance leases 23 Financing cash used for finance leases 18 Total $ 1,119 There were no right-of-use assets obtained in exchange for new finance lease or new operating lease liabilities during the period. |
LEASES | The Company leases its principal offices in New York, New York and maintains fulfillment centers and office space in various locations throughout the United States under operating leases which expire on various dates through January 2030. Certain of these arrangements have escalating rent payment provisions or optional renewal clauses. The table below only considers lease obligations through the committed term as the Company is not reasonably certain to elect the option to extend its leases beyond the option date. The Company also entered into various finance lease arrangements for fulfillment center equipment. These agreements range from three years to approximately six years. Supplemental balance sheet information related to operating and finance leases as of March 31, 2022 was as follows: Leases Balance Sheet Classification March 31, 2022 Assets Operating lease assets Operating right-of-use assets $ 10,520 Finance lease assets Property and equipment, net 157 Total lease assets $ 10,677 Liabilities Current: Operating lease liabilities Operating lease liabilities, current $ 3,270 Finance Other current liabilities 74 Noncurrent: Operating lease liabilities Operating lease liabilities, noncurrent 7,703 Finance Other long-term liabilities 85 Total lease liabilities $ 11,132 As of March 31, 2022, for operating leases, the weighted-average remaining lease term is 5.1 years and the weighted-average discount rate is 11.16%. As of March 31, 2022, for finance leases, the weighted-average remaining lease term is 2.1 years, and the weighted-average discount rate is 8.84%. The components of lease cost for the three months ended March 31, 2022 were as follows: Lease Cost Statements of Operations Classification March 31, 2022 Finance lease cost: Amortization of right-of-use assets General and administrative expense $ 25 Interest on lease liabilities General and administrative expense 4 Total finance lease cost $ 29 Operating lease cost General and administrative expense 1,088 Variable lease cost General and administrative expense 35 Total lease cost $ 1,152 For office and fulfillment center leases and leased equipment, the variable lease cost primarily represents variable payments such as common area maintenance, utilities and equipment maintenance. The following represents a schedule of maturing lease commitments for operating and finance leases as of March 31, 2022: March 31, 2022 Operating Finance Maturity of lease liabilities 2022 (remaining nine months) $ 3,398 $ 64 2023 2,922 77 2024 1,742 34 2025 1,771 — 2026 1,707 — thereafter 2,926 — Total future minimum lease payments $ 14,466 $ 175 Less: interest (3,492) (16) Present value of lease liabilities $ 10,974 $ 159 Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows: December 31, 2021 2022 $ 4,478 2023 2,920 2024 1,742 2025 1,769 2026 1,711 thereafter 2,921 Total future minimum lease payments $ 15,541 Other supplemental cash flow information for the three months ended March 31, 2022 was as follows: March 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 1,078 Operating cash used for finance leases 23 Financing cash used for finance leases 18 Total $ 1,119 There were no right-of-use assets obtained in exchange for new finance lease or new operating lease liabilities during the period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Sales or Other Similar Taxes — Legal Proceedings — On February 8, 2022, a putative stockholder of the Company filed a complaint in the Delaware Chancery Court alleging that he is entitled to attorney’s fees and expenses in connection with a demand he made on the Company regarding the ability of Seven Oaks Class A common stockholders to vote on certain charter amendments in connection with the Business Combination, which closed on December 8, 2021. The stockholder has not specified the amount of attorneys’ fees and expenses sought. The Company’s response to the complaint was filed on May 2, 2022. As of March 31, 2022, no estimate of reasonably possible losses was available due to the early stage of this matter and the uncertainty inherent in litigation and investigations. Service Agreements — On June 13, 2021, the Company executed a Master Subscription Agreement with Palantir Technologies Inc. (“Palantir”) under which it will pay $20,000 over five years for access to Palantir’s Foundry software platform and related services for advanced data management and analytics to be used for the Company’s strategic initiatives. In exchange for this agreement, Palantir agreed to purchase, and the Company agreed to sell to Palantir, an aggregate of 2,000,000 shares of Seven Oaks Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $20,000, in connection with the PIPE Investment. On December 8, 2021, upon the Closing (as discussed in Notes 1 and 2), $15,000 of the $20,000 was due to Palantir, pursuant to the terms of the Master Subscription Agreement, thirty days after Closing. As of March 31, 2022, the initial $15,000 was fully paid to Palantir. Also upon the Closing, each share of Seven Oaks Class A common stock was reclassified into one share of New Boxed common stock. The Company received access to Palantir’s Foundry software platform on June 25, 2021; however; no software expense was recognized until after the consummation of the Business Combination as the Company could cancel the agreement if the Business Combination was not consummated. On December 1, 2021, the Company entered into an addendum to a prior service agreement with Google LLC for access to the Google Cloud Platform. The addendum includes three commitment periods, with the first commitment period beginning on the implementation date and lasting 12 months and the next two commitment periods beginning at the end of the preceding period and lasting 12 months each. The minimum commitments for the first, second, and third commitment periods are $2,000, $4,500, and $8,500, respectively. Any fees the Company incurs in a single commitment period (other than the final commitment period) that in total exceed the minimum commitment for such period will apply towards the Company’s minimum commitment for the following commitment period. As of March 31, 2022, the total remaining commitment, gross of discounts, was approximately $14,360, with a minimum of approximately $2,800 due within the next 12 months. | 9. COMMITMENTS AND CONTINGENCIES Operating Leases Year Lease Obligation 2022 $ 4,478,016 2023 2,919,511 2024 1,742,148 2025 1,768,962 2026 1,710,581 Thereafter 2,921,321 Total $ 15,540,539 The Company expensed $3,323,677, $3,202,308, and $3,004,423 in rent related to leases in effect during the years ended December 31, 2021, 2020, and 2019, respectively, which is included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. Sales or Other Similar Taxes — Legal Proceedings On February 8, 2022, a putative stockholder of the Company filed a complaint in the Delaware Chancery Court alleging that he is entitled to attorney’s fees and expenses in connection with a demand he made on the Company regarding the ability of Seven Oaks Class A common stockholders to vote on certain charter amendments in connection with the Business Combination, which closed on December 8, 2021. The stockholder has not specified the amount of attorneys’ fees and expenses sought. The Company’s response to the complaint is due on March 23, 2022. Given the early stage of this matter and the uncertainty inherent in litigation and investigations, the Company does not believe it is possible to develop estimates of reasonably possible losses (or a range of possible losses) for this matter. Service Agreements — On June 13, 2021, the Company executed a Master Subscription Agreement with Palantir Technologies Inc. (“Palantir”) under which it will pay $20,000,000 over five years for access to Palantir’s Foundry software platform and related services for advanced data management and analytics to be used for the Company’s strategic initiatives. In exchange for this agreement, Palantir agreed to purchase, and the Company agreed to sell to Palantir, an aggregate of 2,000,000 shares of Seven Oaks Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $20,000,000, in connection with the PIPE Investment. On December 8, 2021, upon the Closing (as discussed in Note 1), $15,000,000 of the $20,000,000 was due to Palantir, pursuant to the terms of the Master Subscription Agreement, thirty days after Closing. As of December 31, 2021, $4,000,000 was prepaid to Palantir, with the remainder paid in January of 2022. Also upon the Closing, each share of Seven Oaks Class A common stock was reclassified into one share of New Boxed common stock. The Company received access to Palantir’s Foundry software platform on June 25, 2021; however; no software expense was recognized until after the consummation of the Business Combination as the Company could cancel the agreement if the Business Combination was not consummated. On December 1, 2021, the Company entered into an addendum to a prior service agreement with Google LLC for access to the Google Cloud Platform. The addendum includes three commitment periods, with the first commitment period beginning on the implementation date and lasting 12 months and the next two commitment periods beginning at the end of the preceding period and lasting 12 months each. The minimum commitments for the first, second, and third commitment periods are $2,000,000, $4,500,000, and $8,500,000, respectively. Any fees the Company incurs in a single commitment period (other than the final commitment period) that in total exceed the minimum commitment for such period will apply towards the Company’s minimum commitment for the following commitment period. The implementation date was December 31, 2021. As of December 31, 2021, the total remaining commitment was $15,000,000, with a minimum of $2,000,000 due within the next 12 months. |
FORWARD PURCHASE TRANSACTION
FORWARD PURCHASE TRANSACTION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
FORWARD PURCHASE TRANSACTION | 12. FORWARD PURCHASE TRANSACTION As discussed in Note 2, prior to the Closing, on November 28, 2021, Seven Oaks entered into a Forward Purchase Agreement with ACM for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock in exchange for the Prepayment Amount of $65,062, which was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in a deposit account for the benefit of ACM until the Valuation Date. There are a few scenarios in which the Forward Purchase Agreement can be settled either before or on the Valuation Date: i. ii. iii. As of March 31, 2022, ACM has sold 734,702 shares, for which the Company received net proceeds of $6,878. Of this amount, 233,593 was sold during the three months ended March 31, 2022 for net proceeds of $1,866. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to all of the remaining Prepayment Amount. In accordance with ASC 815, Derivatives and Hedging | 11. FORWARD PURCHASE AGREEMENT As discussed in Note 1, prior to the Closing, on November 28, 2021, Seven Oaks entered into a Forward Purchase Agreement with ACM for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock in exchange for the Prepayment Amount of $65,062,414, which was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in a deposit account for the benefit of ACM until the Valuation Date. There are a few scenarios in which the Forward Purchase Agreement can be settled either before or on the Valuation Date: (i) At any time prior to the Valuation Date, ACM may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If ACM sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. ACM shall retain any proceeds from the sale of such shares in excess of such pro-rata portion paid to the Company. For example, if ACM chooses to exercise its right to an optional early termination and sells the common stock for $7.00 per share, it will be required to return $10.00 per share, plus accrued interest, back to the Company in cash from the deposit account. Similarly, if ACM sells its shares at $12.00 per share, it will be required to return $10.00 per share, plus accrued interest, back to the Company. (ii) On the Valuation Date, if any shares subject to the Forward Purchase Agreement remain unsold and there is a remaining balance in the deposit account corresponding to the unsold shares, the settlement amount of the remaining funds in the deposit account will be allocated based on the difference between ACM’s purchase price of $10.00 and the trading price of the shares over a specified valuation period, the length of which is based on the daily trading volume of the shares. Assuming the shares are trading above $10.00 , the Company will receive the entire remaining Prepayment Amount held in the deposit account, less any applicable fees. To the extent there is any shortfall between ACM’s purchase price of approximately $10.00 (adjusted for accrued interest) and the trading price, there will be a proportionate reduction in the cash from the deposit account that the Company will receive. (iii) If the volume weighted average share price (“VWAP”) of the shares falls below $5.00 per share for 20 out of any 30 consecutive trading days (a “VWAP Trigger Event”), then ACM may elect to accelerate the Valuation Date to the date of such VWAP Trigger Event. If ACM elects to accelerate the Valuation Date, the settlement amount returned to the Company would be approximately equal to the VWAP of the shares on such date of the Trigger Event, net of $0.20 per share in fees. As of December 31, 2021, ACM has sold 501,109 shares, for which the Company received gross proceeds of $5,012,225. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to all of the remaining Prepayment Amount. In accordance with ASC 815, Derivatives and Hedging |
STOCKHOLDERS' DEFICIT AND STOCK
STOCKHOLDERS' DEFICIT AND STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCKHOLDERS' DEFICIT AND STOCK-BASED COMPENSATION | 13. STOCKHOLDERS’ DEFICIT AND STOCK-BASED COMPENSATION Common Stock and Preferred Stock Common Stock — Preferred Stock — Equity Award Plans Equity Incentive Plan — Incentive Award Plan — Under the 2021 Plan, the Company has the ability to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, and restricted stock units to selected employees, officers, directors and consultants of the Company as an incentive to such persons. The Company has initially reserved 10,024,848 shares of common stock for issuance to officers, directors, employees, and consultants of the Company pursuant to the 2021 Plan. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. For fiscal year 2022, the Board elected not to increase the initial reserve under the 2021 Plan as it was only adopted in December of 2021. Of such reserved shares of common stock, as of March 31, 2022, 2,588,500 options and restricted stock units have been granted and are currently outstanding, leaving 7,198,848 shares of common stock remain available for issuance pursuant to the 2021 Plan. Employee Stock Purchase Plan Equity Awards and Stock-Based Compensation Stock Options — The following is a summary of stock options activity during the three months ended March 31, 2022: Weighted Weighted Average Number of Average Exercise Remaining options Price Contractual Life Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Granted 237,500 10.00 9.96 Exercised — Forfeited (164,235) Outstanding as of March 31, 2022 5,905,784 $ 3.56 5.56 Vested and expected to vest as of March 31, 2022 5,905,784 $ 3.56 5.56 Exercisable as of March 31, 2022 4,282,866 $ 3.00 4.48 Stock-based compensation expense related to stock options was $1,047 for the three months ended March 31, 2022. All stock-based compensation expense is recorded within selling, general, and administrative expense in the Condensed Consolidated Statements of Operations. As of March 31, 2022, total unrecognized compensation costs related to unvested stock options was approximately $3,004, which is expected to be recognized over a weighted-average period of 0.90 years. The total fair value of options vested during the three months ended March 31, 2022 was $1,875. Restricted Stock Units As of March 31, 2022, 1,518,500 time-based RSUs and 1,070,000 share-price target RSUs have been granted, respectively, to certain of the Company’s executive officers, employees, non-employee directors, and third party consultants. Of these grants, 1,008,500 time-based RSUs and 300,000 share-price target RSUs were granted during the three months ended March 31, 2022. Of the RSUs issued to the Company’s executive officers, the time-based RSUs will vest annually over a three-year LTIP period, subject to the executives’ continued service at each vesting date. The executive officer share-price target RSUs are subject to vesting based on the achievement of certain share price hurdles over the LTIP period. For the time-based RSUs, the stock-based compensation expense will be recognized evenly over the three-year LTIP period, with $1,312 being recognized in the three months ended March 31, 2022. A valuation to determine the fair values for the share-price target RSUs was performed using a Monte-Carlo Simulation, which includes the probability of reaching the share price hurdles in determining the fair value of the award. Total stock-based compensation to be recognized for these share-price target RSUs is based on a derived service period, calculated by the model. Total stock-based compensation expense related to these awards recognized for the three months ended March 31, 2022 was $2,821. As of March 31, 2022, total unrecognized compensation costs related to unvested time-based RSUs and share-price target RSUs was approximately $14,737 and $4,352, respectively, which is expected to be recognized over a weighted-average period of 3.02 years and 0.65 years, respectively. No RSUs have vested as of March 31, 2022. To date, the Company has not yet granted RSUs which vest based on the achievement of certain gross profit targets. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 14. FAIR VALUE MEASUREMENTS The table below presents information regarding financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy reflecting the valuation techniques utilized to determine fair value. Fair Value Hierarchy March 31, 2022 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 69,935 $ — $ — Assets – restricted cash 2,768 — — Total Assets $ 72,703 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 17,609 Earnout liability — — 20,145 Public Warrants 13,841 — — Private Warrants — 5,979 — Total Liabilities $ 13,841 $ 5,979 $ 37,754 December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027 $ — $ — Assets – restricted cash 2,767 — — Total assets $ 107,795 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,203 Earnout liability — — 27,134 Common stock warrants 15,396 — — Preferred stock warrants — 6,649 — Total liabilities $ 15,396 $ 6,649 $ 31,337 Forward purchase option Level 3 Rollforward derivative Earnout liability Beginning balances $ 4,203 $ 27,134 Additions — — Changes in fair value 13,406 (6,989) Ending balances $ 17,609 $ 20,145 The Company’s Level 3 financial liabilities include the forward purchase option derivative and earnout liability, which is comprised of (i) the contingent consideration related to the MaxDelivery acquisition (See Note 1) and (ii) the Sponsor Earnout Shares (See Note 2). The fair value of each instrument was estimated using a Monte-Carlo Simulation. The Company measures the fair value at each reporting period, with subsequent revisions to be recorded in the Condensed Consolidated Statement of Operations. Refer to Application of Critical Accounting Policies and Estimates within the Company’s Annual Report on Form 10-K for further detail on the valuations. There were no transfers between levels during the reporting periods. All significant Level 3 fair value hierarchy were recorded during the periods ended March 31, 2022 and December 31, 2021. | 15. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value during the year on a recurring basis consisted of the following as of December 31, 2021, 2020, and 2019: Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027,484 $ — $ — Assets – restricted cash 2,767,471 — — Total assets $ 107,794,955 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,202,562 Earnout liability — — 27,133,563 Public Warrants 15,395,625 — — Private Warrants — 6,649,125 — Total liabilities $ 15,395,625 $ 6,649,125 $ 31,336,125 December 31, 2020 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 30,043,046 $ — $ — Total assets $ 30,043,046 $ — $ — Liabilities: Common stock warrants $ — $ — $ 49,863 Preferred stock warrants — — 2,072,536 Total liabilities $ — $ — $ 2,122,399 December 31, 2019 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 12,889,931 $ — $ — Total assets $ 12,889,931 $ — $ — Liabilities: Common stock warrants $ — $ — $ 59,624 Preferred stock warrants — — 1,179,201 Total liabilities $ — $ — $ 1,238,825 The following table represents the changes in these Level 3 financial liabilities for the year ended December 31, 2021: Forward Common stock Preferred stock purchase option Level 3 Rollforward warrants warrants derivative Earnout liability Beginning balances $ 49,863 $ 2,072,536 $ — $ — Additions — — 14,700,778 21,606,062 Changes in fair value 231,149 (1,766,370) (10,498,216) 5,527,501 Reclassified to equity (281,012) (306,166) — — Ending balances $ — $ — $ 4,202,562 $ 27,133,563 Historically, the Company measured the common stock warrants and preferred stock warrants using Level 3 unobservable inputs within the Black-Scholes Merton model. The Company used various key assumptions, such as the fair value of common stock and preferred stock, respectively, volatility, and expected term. The Company monitored the fair value of the common stock and preferred stock warrants annually, with subsequent revisions reflected in the Consolidated Statements of Operations. As of December 31, 2021, the Company’s common stock warrants are publicly traded on the NYSE under the ticker symbol BOXD WS. The Company monitors the fair value of the common stock warrants annually, with subsequent revisions reflected in the Consolidated Statements of Operations based on the stock price. The Public Warrants are categorized as Level 1 fair value measurements as they are publicly traded and the Private Warrants are categorized as Level 2 fair value measurements as they are valued based on the trading price of the Public Warrants. As of December 31, 2021, there were no preferred stock warrants outstanding. The fair value of the forward purchase option derivative was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward is calculated as the average present value over all simulated paths. The Company measured the fair value of the forward purchase option derivative upon the consummation of the Business Combination and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. The Company will continue to monitor the fair value of the forward option derivative annually, with subsequent revisions to be recorded in the Consolidated Statements of Operations. There are two components of the Company’s earnout liability: (i) the valuation of the contingent consideration for the MaxDelivery acquisition (as discussed in Note 10) and (ii) the valuation of Sponsor Earnout Shares (as discussed in Note 1). For the contingent consideration related to MaxDelivery, the fair value was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, future EBITDA is simulated assuming a GBM. For each simulated path, the contingent consideration payments are calculated based on the contractual terms and then discounted at the term-matched risk-free rate plus Company credit spread. The Company measured the fair value of the contingent consideration upon the acquisition date and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. For the valuation of the Sponsor Earnout Shares, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the maturity date of the contingent consideration. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The Company measured the fair value of the Sponsor Earnout Shares upon the consummation of the Business Combination and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. The Company will continue to monitor the fair value of components of the earnout liability annually, with subsequent revisions to be recorded in the Consolidated Statement of Operations. All significant Level 3 fair value measurements were recorded during the years ended December 31, 2021, 2020, and 2019. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The Company uses the two-class method to compute basic and diluted earnings per common share. In periods of net loss, no effect is given to the Company’s participating securities as they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted net income (loss) per share: For the Three Months Ended March 31, 2022 2021 Numerator Net loss $ (36,211) $ (14,205) Less: accretion adjustment — 401 Less: earnings allocated to participating securities — — Net loss attributable to common shareholders $ (36,211) $ (14,606) Less: undistributed earnings allocated to participating securities — — Denominator Weighted-average shares–basic and diluted 66,861,005 9,419,197 Net loss per common share–basic and diluted $ (0.54) $ (1.55) The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: As of March 31, 2022 2021 Series preferred stock, outstanding — 41,289,914 Common stock warrants, outstanding — 35,719 Preferred stock warrants, outstanding — 1,188,848 Common stock options, outstanding 5,905,784 5,961,746 PIPE Convertible Notes, if-converted (1) 7,291,667 — Restricted stock units, outstanding 2,470,520 — Private Warrants, outstanding 12,936,679 — Public Warrants, outstanding 5,587,500 — (1) The PIPE Convertible Notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . | 16. NET LOSS PER SHARE The Company historically used the two-class method to compute basic and diluted earnings per common share. In periods of net loss, no effect was given to the Company’s participating securities as they did not contractually participate in the losses of the Company. As of and for the year ended December 31, 2021, the Company no longer had participating securities under the two-class method. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): For the Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (69,222,605) $ (34,436,576) $ (65,402,000) Less: accretion adjustment (2,039,144) 1,090,294 1,155,122 Net loss attributable to common shareholders $ (67,183,461) $ (35,526,870) $ (66,557,122) Denominator: Weighted-average shares – basic and diluted 13,063,482 9,348,633 9,261,222 Net loss per common share – basic and diluted $ (5.14) $ (3.80) $ (7.19) The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: 2021 2020 2019 Series preferred stock, outstanding — 40,255,926 34,541,150 Common stock warrants, outstanding — 35,717 35,717 Preferred stock warrants, outstanding — 1,188,848 1,188,848 Common stock options, outstanding 5,832,519 6,207,149 7,607,366 PIPE convertible notes, if-converted (1) 7,291,667 — — Restricted stock units, outstanding 1,280,000 — — Private warrants, outstanding 12,937,500 — — Public warrants, outstanding 5,587,500 — — (1) The PIPE convertible notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS In 2021 and prior, the Company identified three related parties, including (i) the employer of the Director elected by the shareholders of the Series C-1 class of preferred stock (ii) a shareholder of the Series D-1 class of preferred stock and (iii) AEON Integrated Business Services Co., Ltd, a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), Immediately prior to the consummation of the Business Combination in December 2021, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result of the Business Combination and the related transactions, (i) the majority holder of the Series C-1 class was no longer a related party as of Closing as this holder no longer holds more than 10% of the Company’s voting interest and the elected Director is no longer on the Board of Directors and (ii) the holder of the Series D-1 class, was no longer a related party. As of December 31, 2021, the Company identified AEON as its only remaining related party. The following discussion includes related party transactions with AEON as well as prior year period related party transactions for the previously identified related parties related to holders of Series C-1 and Series D-1 preferred stock. AEON On February 12, 2021, the Company entered into an agreement with AEON Integrated Business Services Co., Ltd., a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), a Series D-1 shareholder, to license its e-commerce platform through a software licensing arrangement. The objective of the agreement is for the Company to design, develop and support the e-commerce platform customized for the digital marketplace operations of AEON and AEON affiliates. The services provided include implementation services, license of the e-commerce software platform, training, and maintenance and support. The Company has been engaged to provide services to AEON and AEON Malaysia. The total transaction price for the contract includes fixed and variable consideration. Based on the Company’s estimates of the standalone selling prices of the performance obligations identified in the contract, the Company has allocated $7,300 to implementation services specific to AEON, $4,500 to the implementation services specific to AEON Malaysia, and $20 per month to software maintenance services with respect to the licensed software for AEON Malaysia. The transaction price attributable to the software license to AEON Malaysia is variable and consists of sales and usage-based royalties. Yuki Habu, a director of Boxed, is affiliated with AEON. Refer to Note 8, Revenue Recognition Holders of Series C-1 and Series D-1 preferred stock For the three months ended March 31, 2021, the majority holder of the Series C-1 class of preferred stock was a vendor from whom the Company purchases inventory. The collective shareholders of the Series C-1 class of preferred stock had the right to elect one Director to the Board of Directors and the elected Director was an employee of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases and volume rebates and incentives for the three months ended March 31, 2021 were approximately $3,180 and $102, respectively. For the three months ended March 31, 2021, a holder of the Series D-1 class of preferred stock was a vendor from whom the Company purchases inventory. The collective shareholders of the Series D-1 class of preferred stock had the right to elect two Directors to the Board of Directors. The Directors elected by the collective Series D-1 shareholders were not employees of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. For the three months ended March 31, 2021, total inventory purchases and total dunnage purchases were $583 and $616, respectively. The Company did not receive volume rebates and incentives during the three months ended March 31, 2021. | 17. RELATED PARTY TRANSACTIONS The majority holder of the Series C-1 class is a vendor from whom the Company purchases inventory. Prior to the Closing, the shareholders of the Series C-1 class of preferred stock had the right to elect one Director to the Board of Directors and, the elected Director was an employee of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases for the years ended December 31, 2020 and 2019 were approximately $12,880,934, and $13,879,944, respectively. Volume rebates and incentives received for the years ended December 31, 2020 and 2019 were approximately $908,867 and $1,674,169, respectively. Inventory purchases from January 1, 2021 through December 8, 2021, the date of the Closing, were approximately $11,752,870 and volume rebates and incentives were approximately $214,258. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result, the majority holder of the Series C-1 class was no longer a related party as this holder no longer holds more than 10% of the Company’s voting interest and the elected Director is no longer on the Board of Directors. A holder of the Series D-1 class is a vendor from whom the Company purchases inventory. Prior to the Closing, the collective shareholders of the Series D-1 class of preferred stock had the right to elect two Directors to the Board of Directors. The Directors elected by the collective Series D-1 shareholders were not employees of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases for the year ended December 31, 2020 and 2019 were approximately $3,878,138 and $2,267,312, respectively and total dunnage purchases for the year ended December 31, 2020 and 2019 were approximately $2,729,376 and $2,747,384, respectively. Volume rebates and incentives received for the year ended December 31, 2020 and 2019 were approximately $25,937 and $230,848, respectively. Inventory purchases from January 1, 2021 through December 8, 2021 were $1,930,888 and total dunnage purchases were $2,276,366. Volume rebates and incentives were immaterial from January 1, 2021 through December 8, 2021, the date of the Closing. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result, the holder of the Series D-1 class, was no longer a related party. On February 12, 2021, the Company entered into an agreement with AEON Integrated Business Services Co., Ltd., a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), a Series D-1 shareholder, to license its e-commerce platform through a software licensing arrangement. The objective of the agreement is for the Company to design, develop and support the e-commerce platform customized for the digital marketplace operations of AEON and AEON affiliates. The services provided through implementation services, license of the e-commerce software platform, training, and maintenance and support. The Company has been engaged to provide services to AEON and AEON Malaysia. The total transaction price for the contract includes fixed and variable consideration. Based on the Company’s estimates of the standalone selling prices of the performance obligations identified in the contract, the Company has allocated $7,300,000 to implementation services specific to AEON, $4,500,000 to the implementation services specific to AEON Malaysia, and $20,000 per month to software maintenance services with respect to the licensed software for AEON Malaysia. The transaction price attributable to the software license to AEON Malaysia is variable and consists of sales and usage-based royalties. Yuki Habu, a director of the Company, is affiliated with AEON. Refer to Note 1 Summary of Significant Accounting Policies for more details. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock, which then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. Prior to the agreement signed in February in 2021, in May 2019, the Company entered into an advisory services agreement and provided a proof of concept in connection with the future software as a service licensing arrangement. Fees recognized for the proof of concept was approximately $300,000 in the year ended December 31, 2019. No services were provided in 2020. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | 17. SEGMENT REPORTING Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The profitability measure employed by the Company’s CODM for allocating resources to operating segments and assessing operating segment performance is operating loss. The CODM does not receive or regularly review asset information when allocating resources and assessing segment performance. Therefore, asset information by segment has not been disclosed. Substantially all of the Company’s identifiable assets are located in the United States. The Company currently does not have substantial sales outside the United States, nor does any customer represent more than 10 percent of total revenues for any period presented. There were no material inter-segment net sales and expenses to be eliminated in computing total revenue and operating income. In addition, the Company allocates its selling, general and administrative expenses to its segment results based on usage, which is generally reflected in the segment in which the costs are incurred. The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Three Months Ended March 31, 2022 Grocery net revenue $ 30,539 $ — $ 30,539 Home & Household net revenue 12,688 — 12,688 Other net revenue (1) 1,169 — 1,169 Software & Services net revenue — 2,230 2,230 Total net revenue $ 44,396 $ 2,230 $ 46,626 Operating income (loss) $ (30,282) $ 1,272 $ (29,010) For the Three Months Ended March 31, 2021 Total net revenue $ 39,876 $ 982 $ 40,858 Operating income (loss) $ (13,533) $ 241 $ (13,292) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. | 18. SEGMENT REPORTING Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The profitability measure employed by the Company’s CODM for allocating resources to operating segments and assessing operating segment performance is operating profit or loss. The CODM does not receive or regularly review asset information when allocating resources and assessing segment performance. Therefore, asset information by segment has not been disclosed. Substantially all of the Company’s identifiable assets are located in the United States. The Company currently does not have sales outside the United States, nor does any customer represent more than 10 percent of total revenues for any period presented. There were no material inter-segment net sales and expenses to be eliminated in computing total revenue and operating income. In addition, the Company allocates its selling, general and administrative expenses to its segment results based on usage, which is generally reflected in the segment in which the costs are incurred. Prior to fiscal year 2021, the Company did not accumulate net revenue information by product or groups of products, and therefore did not disclose net revenue by product because to do so would be impracticable. The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment beginning in fiscal year 2021: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Year Ended December 31, 2021 Grocery net revenue $ 98,925,157 $ — $ 98,925,157 Home & Household net revenue 53,352,950 — 53,352,950 Other net revenue (1) 4,711,003 — 4,711,003 Software & Services net revenue — 20,277,567 20,277,567 Total net revenue $ 156,989,110 $ 20,277,567 $ 177,266,677 Operating income (loss) $ (64,863,125) $ 15,820,315 $ (49,042,810) For the Year Ended December 31, 2020 Total net revenue $ 187,173,834 $ — $ 187,173,834 Operating income (loss) $ (26,244,100) $ (2,442,662) $ (28,686,762) For the Year Ended December 31, 2019 Total net revenue $ 173,692,897 $ 300,000 $ 173,992,897 Operating income (loss) $ (63,082,583) $ (2,610,740) $ (65,693,323) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transaction occurring through the filing date of this Quarterly Report on Form 10-Q require adjustments to or disclosures in the Company’s Consolidated Financial Statements. Aside from the items discussed below, the Company did not have any subsequent events that required recognition or disclosure in the Condensed Consolidated Financial Statements for the three months ended March 31, 2022. 1. | 19. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transaction occurring through the filing date of this Annual Report on Form 10-K require adjustments to or disclosures in the Company’s Consolidated Financial Statements. The Company did not have any subsequent events that required recognition or disclosure in the Consolidated Financial Statements for the year ended December 31, 2021. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Principles of Consolidation | Principles of Consolidation — | Principles of Consolidation — |
Basis of Presentation | Basis of Presentation — The unaudited results of operations for the three months ended March 31, 2022 are not necessarily indicative of future results or results to be expected for the full fiscal year ended December 31, 2022. These unaudited Condensed Consolidated Financial Statements, including the Company’s significant accounting policies, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto included in the Annual Report on Form 10-K. | Basis of Presentation |
Estimates | Estimates — | Estimates experience, and reasonable assumptions. After such review, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Segment Information | Segment Information — | Segment Information 1) Retail — This segment engages in the sale of consumer products and goods in bulk sizes to consumers and business in the continental United States. 2) Software & Services — This segment primarily relates to the Company’s research, development, marketing and production of the Company’s proprietary software for sale to third parties. See Note 18 for Segment Reporting for the years ended December 31, 2021, 2020, and 2019, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents — | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash — | Restricted Cash $ 2,767,471 |
Accounts Receivable, Net | Accounts Receivable, Net — Accounts receivable includes $2,177 and $2,318 of trade receivables at March 31, 2022 and December 31, 2021, respectively. The Company has recorded an allowance of $157 and $96 as of March 31, 2022 and December 31, 2021, respectively. | Accounts Receivable, Net Accounts receivable includes $2,317,908, $2,705,028, and $2,731,111 of trade receivables as of December 31, 2021, 2020, and 2019, respectively. The Company has recorded an allowance of $95,558, $205,384, and $176,653 as of December 31, 2021, 2020, and 2019, respectively, for doubtful accounts as follows: For the Year Ended December 31, 2021 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 205,384 — — (109,826) $ 95,558 For the Year Ended December 31, 2020 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 176,653 28,731 — — $ 205,384 For the Year Ended December 31, 2019 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 141,282 35,371 — — $ 176,653 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — Level 1 — Level 2 — Level 3 — The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | Fair Value of Financial Instruments Level 1 Level 2 Level 3 The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. |
Concentrations of Risk | Concentrations of Risk — The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of March 31, 2022 and December 31, 2021, one third-party seller accounted for approximately 31.6% and 40.9% of the Company’s outstanding receivables, respectively. | Concentrations of Risk The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of December 31, 2021 and 2020, one third party seller accounted for approximately 40.9% and 54.3% of the Company’s outstanding gross receivables, respectively. |
Leases | Leases — ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. ROU assets are also adjusted for prepaid rent, initial indirect costs, and lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected to exclude from its balance sheets the recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real-estate leases. | Leases — |
Inventories | Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material write-offs for the three months ended March 31, 2022 or 2021. | |
Property, and Equipment, Net | Property and Equipment, Net — Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Finance lease assets 7 years Software development 4 years | |
Software Development Costs | Software Development Costs — Internal Use Software will result in added functionality. Capitalized software costs are included in property and equipment, net within the Condensed Consolidated Balance Sheets and are amortized over the remaining useful life of four years. In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed | Software Development Costs Internal Use Software In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Property, Plant, and Equipment | Impairment of Long-Lived Assets |
Deferred Contract Costs | Deferred Contract Costs — | Deferred Contract Costs |
Forward Purchase Receivable and Forward Purchase Option Derivative | Forward Purchase Receivable and Forward Purchase Option Derivative — | Forward Purchase Receivable and Forward Purchase Option Derivative purchase option derivative,” on its Consolidated Balance Sheets. Refer to the Business Combination discussion above and Note 11 for further detail. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill — Combinations. | Intangible Assets and Goodwill — Combinations |
Debt | Debt — three months ended March 31, 2022. There were no corresponding costs for the prior year period. Interest expense for total long-term debt was $3,023 and $112 for the three months ended March 31, 2022 and 2021, respectively. | Debt |
Equity and Equity Issuance Costs | Equity — Distinguishing Liabilities from Equity Immediately prior to Closing, all Series of Old Boxed preferred stock was converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer had temporary equity on its Condensed Consolidated Balance Sheets. | Equity Distinguishing Liabilities from Equity Immediately prior to Closing, all series of Old Boxed preferred stock were converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer has temporary equity on its Consolidated Balance Sheets. Equity Issuance Costs Costs incurred in connection with the issuance of the Company’s series preferred stock have historically been recorded as a direct reduction against preferred stock within the Consolidated Balance Sheets. Additionally, certain transaction costs incurred in connection with the merger that are direct and incremental to the Business Combination, as discussed below, have been recorded as a component of additional paid in capital within the Consolidated Balance Sheets. |
Employee Benefit Plan | Employee Benefit Plan — | Employee Benefit Plan |
Stock-Based Compensation | Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility — Expected Term — Risk-Free Interest Rate — Dividend Yield — Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. | Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC Topic 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. |
Net Loss Per Share | Net Loss Per Share — Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. | Net Loss Per Share Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. |
Income Taxes | Income Taxes — Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Revenue Recognition | Revenue Recognition — Revenue from Contracts with Customers Revenue from Contracts with Customers | Revenue Recognition Revenue from Contracts with Customers Revenue from Contracts with Customers |
Other Income (Expenses), Net | Other Income (Expense), Net — | Other Income (Expense), Net |
Customer Incentives | Customer Incentives — | Customer Incentives |
Vendor Rebates | Vendor Rebates — in the condensed consolidated balance sheet. Vendor rebates received by the Company reduce the carrying cost of inventory and are recognized in cost of sales in the condensed consolidated statements of operations when the related inventory is sold. | Vendor Rebates |
Cost of Sales | Cost of Sales — | Cost of Sales — |
Delivery Costs | Delivery Costs — | Delivery Costs |
Selling, General and Administrative Expense | Selling, General and Administrative Expense — | Selling, General and Administrative Expense |
Research and Development | In accordance with ASC 730-10-25, Research and Development | In accordance with ASC 730-10-25, Research and Development |
Advertising Expense | Advertising Expense — Advertising Costs | Advertising Expense |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Upon adoption of ASC 842 the Company recognized operating lease ROU assets and operating lease liabilities related to its office leases and fulfillment centers of $11,298 and $11,742, respectively. The difference in the initial operating lease ROU assets and operating lease liabilities balances is $444 related to the de-recognition of existing deferred rent and incentive balances. The Company elected the “package of practical expedients,” which permitted the Company to not reassess prior conclusions about whether any expired or existing arrangements are or contain a lease, lease classification and the treatment of initial direct costs under the new guidance. The Company did not elect the use-of-hindsight practical expedient. The Company’s accounting for lessee finance leases remains substantially unchanged from legacy guidance. All prior periods are presented in accordance with legacy guidance for both operating and finance leases. The standard did not have a significant impact on the Company’s Condensed Consolidated Statements of Operations or Statements of Cash Flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | Recently Adopted Accounting Pronouncements — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06 — Debt — Debt with Conversion and Other Options Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other-Internal-Use Software (Subtopic 35-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently Announced Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Under the “incurred loss” model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been “incurred”). Under the “expected loss” model, an entity will recognize a loss (or allowance) upon initial recognition of the asset that reflects all future events that will lead to a loss being realized, regardless of whether it is probable that the future event will occur. The “incurred loss” model considers past events and current conditions, while the “expected loss” model includes expectations for the future which have yet to occur. ASU 2016-13 is effective for private companies beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of the new standard on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to recognize in its balance sheet an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee’s right to use the underlying asset for the lease term. On June 3, 2020, the FASB deferred the effective date of ASC 842 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its Consolidated Financial Statements but believes that there will be right of use assets and lease liabilities recognized on the Company’s Consolidated Balance Sheets and an immaterial impact on the Company’s Consolidated Statement of Operations. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of estimated useful lives of property plant and equipment | Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Finance lease assets 7 years Software development 4 years |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property and equipment, net consist of the following at March 31, 2022 and December 31, 2021: December 31, March 31, 2022 2021 Leasehold improvements $ 8,758 $ 8,716 Warehouse equipment 3,105 3,056 Computers and small tools 1,417 1,337 Furniture and fixtures 85 85 Software development 14,146 14,091 Work in progress 378 7 27,889 27,292 Less: Accumulated depreciation and amortization (21,287) (20,273) Property and equipment, net $ 6,602 $ 7,019 | Property and equipment — net consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 8,715,489 $ 8,147,638 Warehouse equipment 3,056,072 2,192,471 Computers and small tools 1,337,493 1,061,177 Furniture and fixtures 85,480 95,064 Software development 14,090,389 13,608,520 Work in progress 7,066 359,992 27,291,989 25,464,862 Less: Accumulated depreciation and amortization (20,272,651) (15,053,466) Property and equipment, net $ 7,019,338 $ 10,411,396 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | As of March 31, 2022 and December 31, 2021, the major components of prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 Prepaid insurance $ 3,946 $ 476 Prepaid services (1) 4,195 1,918 Vendor funds receivable 1,099 1,058 Other prepaid expenses 2,459 806 Other receivables 301 657 Total $ 12,000 $ 4,915 (1) Prepaid services represents the current portion paid to Palantir in the first quarter of 2022 in accordance with the Company’s Master Service Agreement, as discussed and defined in Note 11. The noncurrent portion of $10,702 is recorded as prepaid expenses, noncurrent on the Company’s Condensed Consolidated Balance Sheets. | As of December 31, 2021 and 2020, the major components of prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid services 1,918,299 — Vendor funds receivable 1,057,718 866,276 Other prepaid expenses 1,281,799 765,677 Other receivables 657,489 499,942 Total $ 4,915,305 $ 2,131,895 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
Schedule of Other Current Liabilities | As of March 31, 2022 and December 31, 2021, the major components of other current liabilities consisted of the following: March 31, 2022 December 31, 2021 Credit card payable $ 13,347 $ 13,738 Accrued sales tax payable 1,920 1,708 Deferred rent – short term — 451 Credits liability 648 641 Obligation for equity consideration (1) — 3,000 Other accrued liabilities 2,116 2,362 Total $ 18,031 $ 21,899 (1) For further detail on the equity consideration, refer to Note 1 within the discussion on the MaxDelivery Acquisition . The equity consideration was issued in March 2022. | As of December 31, 2021 and 2020, the major components of other current liabilities consisted of the following: December 31, 2021 2020 Credit card payable $ 13,738,270 $ 10,473,079 Accrued sales tax payable 1,707,557 1,845,831 Deferred rent – short term 450,776 622,940 Credits liability 640,994 633,287 Obligation for equity consideration (1) 3,000,000 — Other accrued liabilities 2,361,545 1,382,927 Total $ 21,899,142 $ 14,958,064 (1) For further detail on the obligation for equity consideration, refer to Note 10. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Instruments | Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 6), consisted of the following as of March 31, 2022 and December 31, 2021. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. March 31, 2022 December 31, 2021 Term Loan, matures August 2025 $ 43,386 $ 43,287 PIPE Convertible Notes (1) 77,371 77,047 Total debt 120,757 120,334 Less: current portion — — Long-term debt $ 120,757 $ 120,334 | December 31, 2021 2020 New Term loan, matures August 2025 $ 43,286,747 $ — 7th Amendment term loan, matures December 2022 — 7,500,000 PIPE Convertible Notes (1) 77,047,475 — Total debt $ 120,334,222 $ 7,500,000 Less: current portion — (3,750,000) Long-term debt $ 120,334,222 $ 3,750,000 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of long-term debt as of March 31, 2022 are as follows: March 31, 2022 2022 (remaining nine months) $ — 2023 — 2024 — 2025 43,386 2026 77,371 Total $ 120,757 | Aggregate maturities of debt as of December 31, 2021 are as follows: 2022 $ — 2023 — 2024 — 2025 43,286,747 2026 77,047,475 Total $ 120,334,222 (1) As discussed in Note 5, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders . |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Contract Assets and Liabilities | March 31, December 2022 31, 2021 Contract assets (unbilled receivables) $ 11,044 $ 8,891 Contract liabilities (deferred revenue) $ 1,904 $ 2,020 | December 31, 2021 2020 Contract assets (unbilled receivables) $ 8,890,888 $ — Contract liabilities (deferred revenue) $ 2,020,351 $ 2,435,909 |
Disaggregation of Revenue | The following table summarizes the Company’s net revenue disaggregated by sales channel: Three Months Ended March 31, 2022 2021 Direct Sales (1) $ 39,823 $ 36,273 Channel Sales (2) $ 4,573 $ 3,602 Software & Services (3) $ 2,250 $ 982 | Years Ended December 31, 2021 2020 2019 Direct Sales (1) $ 139,647,865 $ 176,836,569 $ 143,749,787 Channel Sales (2) $ 17,341,244 $ 10,337,265 $ 30,243,110 Software & Services (3) $ 20,277,568 $ — $ — (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements . |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating and finance leases as of March 31, 2022 was as follows: Leases Balance Sheet Classification March 31, 2022 Assets Operating lease assets Operating right-of-use assets $ 10,520 Finance lease assets Property and equipment, net 157 Total lease assets $ 10,677 Liabilities Current: Operating lease liabilities Operating lease liabilities, current $ 3,270 Finance Other current liabilities 74 Noncurrent: Operating lease liabilities Operating lease liabilities, noncurrent 7,703 Finance Other long-term liabilities 85 Total lease liabilities $ 11,132 | |
Schedule of Lease Expense | The components of lease cost for the three months ended March 31, 2022 were as follows: Lease Cost Statements of Operations Classification March 31, 2022 Finance lease cost: Amortization of right-of-use assets General and administrative expense $ 25 Interest on lease liabilities General and administrative expense 4 Total finance lease cost $ 29 Operating lease cost General and administrative expense 1,088 Variable lease cost General and administrative expense 35 Total lease cost $ 1,152 | |
Schedule of Maturing Lease Commitments for Finance Leases | The following represents a schedule of maturing lease commitments for operating and finance leases as of March 31, 2022: March 31, 2022 Operating Finance Maturity of lease liabilities 2022 (remaining nine months) $ 3,398 $ 64 2023 2,922 77 2024 1,742 34 2025 1,771 — 2026 1,707 — thereafter 2,926 — Total future minimum lease payments $ 14,466 $ 175 Less: interest (3,492) (16) Present value of lease liabilities $ 10,974 $ 159 | |
Schedule of Maturing Lease Commitments for Operating Leases | Other supplemental cash flow information for the three months ended March 31, 2022 was as follows: March 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 1,078 Operating cash used for finance leases 23 Financing cash used for finance leases 18 Total $ 1,119 | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows: December 31, 2021 2022 $ 4,478 2023 2,920 2024 1,742 2025 1,769 2026 1,711 thereafter 2,921 Total future minimum lease payments $ 15,541 | Year Lease Obligation 2022 $ 4,478,016 2023 2,919,511 2024 1,742,148 2025 1,768,962 2026 1,710,581 Thereafter 2,921,321 Total $ 15,540,539 |
STOCKHOLDERS' DEFICIT AND STO_2
STOCKHOLDERS' DEFICIT AND STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Activity | The following is a summary of stock options activity during the three months ended March 31, 2022: Weighted Weighted Average Number of Average Exercise Remaining options Price Contractual Life Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Granted 237,500 10.00 9.96 Exercised — Forfeited (164,235) Outstanding as of March 31, 2022 5,905,784 $ 3.56 5.56 Vested and expected to vest as of March 31, 2022 5,905,784 $ 3.56 5.56 Exercisable as of March 31, 2022 4,282,866 $ 3.00 4.48 | The following is a summary of stock options activity during the years ended December 31, 2021, 2020, and 2019: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life Outstanding as of December 31, 2018 4,331,494 $ 2.43 7.59 Granted 4,342,214 3.37 Exercised (105,867) 1.23 Forfeited (960,475) Outstanding as of December 31, 2019 7,607,366 $ 2.94 8.17 Granted 1,172,294 3.16 Exercised (52,435) 1.07 Forfeited (2,520,076) Outstanding as of December 31, 2020 6,207,149 $ 3.13 7.30 Granted 1,307,713 4.93 Exercised (351,462) 2.14 Forfeited (1,330,881) Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Vested and expected to vest as of December 31, 2021 5,832,519 $ 3.30 5.62 Exercisable as of December 31, 2021 3,872,121 $ 1.35 4.63 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below presents information regarding financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy reflecting the valuation techniques utilized to determine fair value. Fair Value Hierarchy March 31, 2022 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 69,935 $ — $ — Assets – restricted cash 2,768 — — Total Assets $ 72,703 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 17,609 Earnout liability — — 20,145 Public Warrants 13,841 — — Private Warrants — 5,979 — Total Liabilities $ 13,841 $ 5,979 $ 37,754 December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027 $ — $ — Assets – restricted cash 2,767 — — Total assets $ 107,795 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,203 Earnout liability — — 27,134 Common stock warrants 15,396 — — Preferred stock warrants — 6,649 — Total liabilities $ 15,396 $ 6,649 $ 31,337 | Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027,484 $ — $ — Assets – restricted cash 2,767,471 — — Total assets $ 107,794,955 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,202,562 Earnout liability — — 27,133,563 Public Warrants 15,395,625 — — Private Warrants — 6,649,125 — Total liabilities $ 15,395,625 $ 6,649,125 $ 31,336,125 December 31, 2020 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 30,043,046 $ — $ — Total assets $ 30,043,046 $ — $ — Liabilities: Common stock warrants $ — $ — $ 49,863 Preferred stock warrants — — 2,072,536 Total liabilities $ — $ — $ 2,122,399 December 31, 2019 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 12,889,931 $ — $ — Total assets $ 12,889,931 $ — $ — Liabilities: Common stock warrants $ — $ — $ 59,624 Preferred stock warrants — — 1,179,201 Total liabilities $ — $ — $ 1,238,825 |
Schedule of Changes in Level 3 Financial Liabilities | Forward purchase option Level 3 Rollforward derivative Earnout liability Beginning balances $ 4,203 $ 27,134 Additions — — Changes in fair value 13,406 (6,989) Ending balances $ 17,609 $ 20,145 | The following table represents the changes in these Level 3 financial liabilities for the year ended December 31, 2021: Forward Common stock Preferred stock purchase option Level 3 Rollforward warrants warrants derivative Earnout liability Beginning balances $ 49,863 $ 2,072,536 $ — $ — Additions — — 14,700,778 21,606,062 Changes in fair value 231,149 (1,766,370) (10,498,216) 5,527,501 Reclassified to equity (281,012) (306,166) — — Ending balances $ — $ — $ 4,202,562 $ 27,133,563 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Computation of Basic and Diluted Income (Loss) Per share | For the Three Months Ended March 31, 2022 2021 Numerator Net loss $ (36,211) $ (14,205) Less: accretion adjustment — 401 Less: earnings allocated to participating securities — — Net loss attributable to common shareholders $ (36,211) $ (14,606) Less: undistributed earnings allocated to participating securities — — Denominator Weighted-average shares–basic and diluted 66,861,005 9,419,197 Net loss per common share–basic and diluted $ (0.54) $ (1.55) | For the Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (69,222,605) $ (34,436,576) $ (65,402,000) Less: accretion adjustment (2,039,144) 1,090,294 1,155,122 Net loss attributable to common shareholders $ (67,183,461) $ (35,526,870) $ (66,557,122) Denominator: Weighted-average shares – basic and diluted 13,063,482 9,348,633 9,261,222 Net loss per common share – basic and diluted $ (5.14) $ (3.80) $ (7.19) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: As of March 31, 2022 2021 Series preferred stock, outstanding — 41,289,914 Common stock warrants, outstanding — 35,719 Preferred stock warrants, outstanding — 1,188,848 Common stock options, outstanding 5,905,784 5,961,746 PIPE Convertible Notes, if-converted (1) 7,291,667 — Restricted stock units, outstanding 2,470,520 — Private Warrants, outstanding 12,936,679 — Public Warrants, outstanding 5,587,500 — (1) The PIPE Convertible Notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . | |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of Reportable Segments | Information about Reported Segment Profit or Loss Software & Retail Services Total For the Three Months Ended March 31, 2022 Grocery net revenue $ 30,539 $ — $ 30,539 Home & Household net revenue 12,688 — 12,688 Other net revenue (1) 1,169 — 1,169 Software & Services net revenue — 2,230 2,230 Total net revenue $ 44,396 $ 2,230 $ 46,626 Operating income (loss) $ (30,282) $ 1,272 $ (29,010) For the Three Months Ended March 31, 2021 Total net revenue $ 39,876 $ 982 $ 40,858 Operating income (loss) $ (13,533) $ 241 $ (13,292) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. | The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment beginning in fiscal year 2021: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Year Ended December 31, 2021 Grocery net revenue $ 98,925,157 $ — $ 98,925,157 Home & Household net revenue 53,352,950 — 53,352,950 Other net revenue (1) 4,711,003 — 4,711,003 Software & Services net revenue — 20,277,567 20,277,567 Total net revenue $ 156,989,110 $ 20,277,567 $ 177,266,677 Operating income (loss) $ (64,863,125) $ 15,820,315 $ (49,042,810) For the Year Ended December 31, 2020 Total net revenue $ 187,173,834 $ — $ 187,173,834 Operating income (loss) $ (26,244,100) $ (2,442,662) $ (28,686,762) For the Year Ended December 31, 2019 Total net revenue $ 173,692,897 $ 300,000 $ 173,992,897 Operating income (loss) $ (63,082,583) $ (2,610,740) $ (65,693,323) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Mar. 31, 2022USD ($)shares | Dec. 09, 2021USD ($) | Dec. 08, 2021USD ($)shares | Aug. 04, 2021USD ($) | Jun. 13, 2021shares | Mar. 31, 2022USD ($)segmentshares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)shares | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2018USD ($) | ||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Reverse recapitalization, aggregate consideration | $ 550,000,000 | |||||||||||||||||
Contingent consideration | $ 0 | $ 12,644,170 | $ 0 | |||||||||||||||
Cash and cash equivalents | $ 69,935,000 | $ 69,935,000 | $ 22,476,000 | $ 69,935,000 | 105,027,484 | 30,043,046 | 12,889,931 | |||||||||||
Restricted cash | 2,768,000 | 2,768,000 | 2,768,000 | 2,768,000 | 0 | |||||||||||||
Net loss | (36,211,000) | (14,205,000) | (69,222,605) | (34,436,576) | (65,402,000) | |||||||||||||
Net cash used in operating activities | $ (36,352,000) | (6,258,000) | $ (53,468,949) | (24,096,484) | (45,880,562) | |||||||||||||
Number of reportable segments | segment | 2 | 2 | ||||||||||||||||
Allowance for doubtful accounts | 157,000 | $ 157,000 | 157,000 | $ 95,558 | 205,384 | 176,653 | $ 141,282 | |||||||||||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||
Inventory write-down | 0 | 0 | 394,848 | 0 | 0 | |||||||||||||
Deferred costs | 0 | 0 | 0 | |||||||||||||||
Forward purchase receivable | 58,184,000 | $ 65,062,000 | 58,184,000 | 58,184,000 | 60,050,189 | 0 | ||||||||||||
Number of shares issued (in shares) | shares | 3,250,000 | 3,250,000 | ||||||||||||||||
Amortization of debt discount | 423,000 | 0 | 237,800 | 0 | 0 | |||||||||||||
Interest expense | 3,023,000 | 112,000 | 2,140,915 | 445,846 | 301,155 | |||||||||||||
Recapitalization exchange ratio | 0.9498 | 0.9498 | ||||||||||||||||
Employer contributions | $ 0 | $ 0 | 0 | 0 | ||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||||||
Delivery costs | $ 40,531,000 | 35,929,000 | $ 145,388,571 | 161,270,544 | 164,091,469 | |||||||||||||
Research and development expense | 476,000 | 476,000 | 2,018,564 | 2,485,573 | 2,856,051 | |||||||||||||
Advertising expense | 11,695,000 | 5,707,000 | 21,959,556 | 4,912,269 | 20,703,071 | |||||||||||||
Future advertising expenses | 1,390,000 | 1,390,000 | 1,390,000 | 78,041 | 9,192 | 500,184 | ||||||||||||
Operating lease assets | 10,520,000 | [1] | 10,520,000 | [1] | 10,520,000 | [1] | 0 | [1] | $ 11,298,000 | |||||||||
Present value of lease liabilities | 10,974,000 | 10,974,000 | 10,974,000 | 11,742,000 | ||||||||||||||
Deferred rent and incentive balances | $ 444,000 | |||||||||||||||||
Trade Accounts Receivable [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Receivables | $ 2,177,000 | 2,177,000 | $ 2,177,000 | 2,318,000 | ||||||||||||||
Shipping and Handling [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Delivery costs | $ 7,272,000 | $ 6,633,000 | $ 26,128,045 | $ 25,275,183 | $ 26,360,878 | |||||||||||||
Common Class A [Member] | ACM [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Number of shares issued (in shares) | shares | 734,702 | 233,593 | 734,702 | 501,109 | ||||||||||||||
Software and Software Development Costs [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Useful life | 4 years | 4 years | ||||||||||||||||
Largest Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Concentration risk, percentage | 31.60% | 40.90% | 54.30% | |||||||||||||||
Line of Credit [Member] | Secured Debt [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 45,000,000 | $ 7,500,000 | ||||||||||||||||
Debt instrument covenant, minimum unrestricted cash balance | $ 15,000,000 | |||||||||||||||||
Debt instrument covenant, retail gross margin percentage | 8.00% | |||||||||||||||||
MaxDelivery LLC [Member] | ||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||
Cash consideration | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Equity consideration | 3,000,000 | 3,000,000 | ||||||||||||||||
Contingent consideration | $ 1,711,000 | $ 1,711,000 | ||||||||||||||||
[1] | Figures as of March 31, 2022 reflect the Company’s January 1, 2022 adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases. For additional details, see Note 1. |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | 5 years |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | 3 years |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Capital Lease Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 4 years | 4 years |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | 3 years |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) | Mar. 31, 2022 | Dec. 09, 2021 | Dec. 08, 2021 | Nov. 28, 2021 | Jun. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | (66,915,204) | (15,554,790) | (66,915,204) | (66,915,204) | (66,647,242) | (9,392,361) | ||||
Number of shares issued (in shares) | 3,250,000 | 3,250,000 | ||||||||
Share price (in dollars per share) | $ 7 | $ 10 | ||||||||
Common stock, shares issued (in shares) | 66,915,204 | 15,554,790 | 66,915,204 | 66,915,204 | 66,647,242 | 9,392,361 | ||||
Forward purchase receivable | $ 58,184,000 | $ 65,062,000 | $ 58,184,000 | $ 58,184,000 | $ 60,050,189 | $ 0 | ||||
Reverse recapitalization, cash in trust account | 77,784,265 | |||||||||
PIPE investment | $ 120,000,000 | 32,500,000 | ||||||||
Equity | 32,500,000 | |||||||||
Transaction costs | 47,667,386 | 47,667,386 | ||||||||
Cash proceeds received | 150,116,879 | |||||||||
Prepayment amount | 65,062,000 | 65,062,414 | $ 65,062,414 | $ 65,062,414 | $ 0 | $ 0 | ||||
Reverse recapitalization, net | 85,054,465 | |||||||||
Public and Private Warrants | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 1 | |||||||||
Warrants to purchase common stock outstanding ( in shares) | 18,525,000 | |||||||||
Exercise price (in dollars per share) | $ 11.50 | |||||||||
Public Warrants | IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrants to purchase common stock outstanding ( in shares) | 12,937,500 | |||||||||
Private Warrants | Private Placement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Warrants to purchase common stock outstanding ( in shares) | 18,524,179 | 18,524,179 | 18,524,179 | 5,587,500 | ||||||
Exercise of warrants (in shares) | 821 | |||||||||
PIPE Convertible Notes | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
PIPE investment | $ 120,000,000 | |||||||||
Convertible Debt | PIPE Convertible Notes | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Aggregate principal amount | $ 87,500,000 | $ 87,500,000 | $ 1,000 | |||||||
Common Class A [Member] | ACM [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 734,702 | 233,593 | 734,702 | 501,109 | ||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||||
Net proceeds of common stock | $ 6,878,000 | |||||||||
Redemption Shareholders | Common Class A [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | (18,098,335) | |||||||||
Remaining Shareholders | Common Class A [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | (7,776,665) | |||||||||
Conversion ratio | 1 | |||||||||
Sponsor Members | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sponsor earnout shares subject to vesting under certain conditions (in shares) | 1,940,625 | |||||||||
Sponsor Members | Common Class B | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | (6,468,750) | |||||||||
Conversion ratio | 1 | |||||||||
ACM [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ 7 | |||||||||
ACM [Member] | Common Class A [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Share price (in dollars per share) | $ 10 | |||||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||||
Forward purchase receivable | $ 60,050,189 | |||||||||
Net proceeds of common stock | $ 6,878,000 | $ 65,062,414 | $ 1,866,000 | $ 6,878,000 | $ 5,012,225 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | $ 27,889 | $ 27,292 |
Less: Accumulated depreciation and amortization | (21,287) | (20,273) |
Property and equipment, net | 6,602 | 7,019 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 8,758 | 8,716 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 3,105 | 3,056 |
Technology Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 1,417 | 1,337 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 85 | 85 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 14,146 | 14,091 |
Work In Progress, Software Development Projects [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | $ 378 | $ 7 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization | $ 1,016,000 | $ 1,230,000 | $ 4,496,519 | $ 4,785,778 | $ 4,377,731 |
Amortization related to software development costs | $ 305,000 | $ 499,000 | $ 1,678,704 | $ 2,081,625 | $ 1,983,936 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 3,946,000 | $ 476,000 | |
Prepaid services | 4,195,000 | 1,918,299 | $ 0 |
Vendor funds receivable | 1,099,000 | 1,057,718 | 866,276 |
Other prepaid expenses | 2,459,000 | 806,000 | 765,677 |
Other receivables | 301,000 | 657,489 | 499,942 |
Total | 12,000,000 | 4,915,305 | $ 2,131,895 |
Prepaid expenses, noncurrent | $ 10,702,000 | $ 0 |
OTHER CURRENT LIABILITIES - Com
OTHER CURRENT LIABILITIES - Components of Other Current Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Credit card payable | $ 13,347,000 | $ 13,738,270 | $ 10,473,079 |
Accrued sales tax payable | 1,920,000 | 1,707,557 | 1,845,831 |
Deferred rent- short term | 0 | 450,776 | 622,940 |
Credits liability | 648,000 | 640,994 | 633,287 |
Obligation for equity consideration | 0 | 3,000,000 | 0 |
Other accrued liabilities | 2,116,000 | 2,361,545 | 1,382,927 |
Total | $ 18,031,000 | $ 21,899,142 | $ 14,958,064 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) | Dec. 08, 2021USD ($)D$ / shares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 09, 2021USD ($) | May 29, 2020 |
Debt Instrument [Line Items] | |||||
Transaction costs related to debt | $ 10,534,127 | ||||
Convertible Debt | PIPE Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 87,500,000 | $ 1,000 | $ 87,500,000 | ||
Stated interest rate percentage | 7.00% | 0.25% | |||
Conversion ratio | 83.333 | ||||
Conversion price (in dollars per share) | $ / shares | $ 12 | ||||
Debt instrument, repurchase price percentage | 101.00% | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Accrued interest | $ 1,531,000 | $ 391,319 | |||
Transaction costs related to debt | $ 10,534,127 | ||||
Debt issuance costs, amortization period | 4 years 8 months 15 days | 4 years 11 months 12 days |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Aug. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 0 | $ 102,972 | $ 0 | |||
Term Loan Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Warrant issued (in shares) | 126,993 | |||||
Exercise price (in dollars per share) | $ 7.0871 | |||||
Line of Credit | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.25% | 3.25% | ||||
Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 45,000,000 | $ 7,500,000 | ||||
Debt instrument covenant, minimum unrestricted cash balance | $ 15,000,000 | |||||
Debt instrument covenant, retail gross margin percentage | 8.00% | |||||
Repayment of term loan | $ 5,000,000 | |||||
Loss on extinguishment of debt | $ 202,723 | |||||
Secured Debt | Line of Credit | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Letter of Credit | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding, amount | $ 2,768,000 | $ 2,571,667 | $ 2,768,000 |
DEBT - Amounts Outstanding Unde
DEBT - Amounts Outstanding Under Long Term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 |
Debt Instrument [Line Items] | ||||
Total | $ 120,757,000 | $ 120,334,222 | $ 7,500,000 | |
Less: current portion | 0 | 0 | (3,750,000) | |
Long-term debt | 120,757,000 | 120,334,222 | 3,750,000 | |
Secured Debt | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | $ 7,500,000 | |||
Secured Debt | Term Loan, matures August 2025 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | 43,386,000 | 43,286,747 | 0 | |
Convertible Debt | PIPE Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Total | $ 77,371,000 | $ 77,047,475 | $ 0 |
DEBT - Aggregate Principal Matu
DEBT - Aggregate Principal Maturities of Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | |||
2022 (remaining nine months) | $ 0 | ||
2023 | 0 | $ 0 | |
2024 | 0 | 0 | |
2025 | 43,386,000 | 0 | |
2026 | 77,371,000 | 43,286,747 | |
Total | $ 120,757,000 | $ 120,334,222 | $ 7,500,000 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities (deferred revenue) | $ 1,904,000 | $ 2,020,351 | $ 2,435,909 | ||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | 187,173,834 | $ 173,992,897 |
Number of reportable segments | segment | 2 | 2 | |||
Subscription Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Membership term | 12 months | 12 months | |||
Contract liabilities (deferred revenue) | $ 671,000 | $ 751,989 | 728,207 | 308,406 | |
Outbound delivery fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 319,000 | 472,000 | 1,452,400 | 3,735,551 | 1,798,394 |
Marketing Fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 371,000 | $ 359,000 | $ 1,518,533 | $ 1,486,848 | $ 1,393,871 |
REVENUE RECOGNITION- Performanc
REVENUE RECOGNITION- Performance Obligations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Floor license fees | $ 10,500,000 | ||
Maintenance | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, amount | $ (1,043,000) | ||
Revenue, performance obligation, expected timing of satisfaction, period | 5 years | 5 years | |
Floor license fees | $ 60,000 | ||
Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, amount | $ (240,000) | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Implementation Fees | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, performance obligation, expected timing of satisfaction, period | 5 years | ||
Floor license fees | $ 1,668,000 | ||
Implementation Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Assets and Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Contract assets (unbilled receivables) | $ 11,044,000 | $ 8,890,888 | $ 0 |
Contract liabilities (deferred revenue) | $ 1,904,000 | $ 2,020,351 | $ 2,435,909 |
REVENUE RECOGNITION - Revenue D
REVENUE RECOGNITION - Revenue Disaggregation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 |
Direct Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 39,823,000 | 36,273,000 | 139,647,865 | 176,836,569 | 143,749,787 |
Channel Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 4,573,000 | 3,602,000 | 17,341,244 | 10,337,265 | 30,243,110 |
Software & Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 2,250,000 | $ 982,000 | $ 20,277,568 | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Unrecognized tax benefits | $ 1,399 | $ 1,349 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2022 |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 5 years 1 month 6 days |
Operating lease, weighted average discount rate | 11.16% |
Finance lease, weighted average remaining lease term | 2 years 1 month 6 days |
Finance lease, weighted average discount rate | 8.84% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance lease term of contract | 3 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Finance lease term of contract | 6 years |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |||
Assets | ||||||
Operating lease assets | $ 10,520 | [1] | $ 11,298 | $ 0 | [1] | |
Finance lease assets | 157 | |||||
Total lease assets | 10,677 | |||||
CURRENT LIABILITIES | ||||||
Current operating lease liabilities | [1] | 3,270 | 0 | |||
Current finance lease liabilities | 74 | |||||
Noncurrent: | ||||||
Noncurrent operating lease liabilities | [1] | 7,703 | $ 0 | |||
Noncurrent finance lease liabilities | 85 | |||||
Total lease liabilities | $ 11,132 | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | |||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | ||||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | |||||
[1] | Figures as of March 31, 2022 reflect the Company’s January 1, 2022 adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases. For additional details, see Note 1. |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Finance lease cost: | |
Amortization of right-of-use assets | $ 25 |
Interest on lease liabilities | 4 |
Total finance lease cost | 29 |
Operating lease cost | 1,088 |
Variable lease cost | 35 |
Total lease cost | $ 1,152 |
LEASES - Operating and Finance
LEASES - Operating and Finance Leases Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Operating | ||
2022 (remaining nine months) | $ 3,398 | |
2023 | 2,922 | |
2024 | 1,742 | |
2025 | 1,771 | |
2026 | 1,707 | |
thereafter | 2,926 | |
Total future minimum lease payments | 14,466 | |
Less: interest | (3,492) | |
Present value of lease liabilities | 10,974 | $ 11,742 |
Finance | ||
2022 (remaining nine months) | 64 | |
2023 | 77 | |
2024 | 34 | |
Total future minimum lease payments | 175 | |
Less: interest | (16) | |
Present value of lease liabilities | $ 159 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 4,478,000 |
2023 | 2,919,511 |
2024 | 1,742,148 |
2025 | 1,768,962 |
2026 | 1,710,581 |
thereafter | 2,921,321 |
Total future minimum lease payments | $ 15,540,539 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash used for operating leases | $ 1,078,000 | ||||
Operating cash used for finance leases | 23,000 | ||||
Financing cash used for finance leases | 18,000 | $ 19,000 | $ 73,903 | $ 72,130 | $ 3,048,052 |
Total | $ 1,119,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 08, 2021USD ($)shares | Dec. 01, 2021USD ($)period | Jun. 13, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($)item | Nov. 28, 2021$ / shares | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | |||||||
Loss contingency, estimate of possible loss | $ 1,399,000 | $ 1,399,000 | $ 1,399,000 | ||||
Service agreements, term | 5 years | ||||||
Number of shares issued (in shares) | shares | 3,250,000 | 3,250,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | $ 7 | |||||
Amount due | $ 15,000,000 | ||||||
Palantir Technologies Inc | |||||||
Loss Contingencies [Line Items] | |||||||
Master Subscription Agreement, contractual amount | $ 20,000,000 | $ 20,000,000 | |||||
Service agreements, term | 5 years | ||||||
Service agreement prepayment | $ 15,000,000 | $ 4,000,000 | |||||
Palantir Technologies Inc | Common stock, par value $0.0001 | |||||||
Loss Contingencies [Line Items] | |||||||
Conversion ratio | 1 | ||||||
Palantir Technologies Inc | Private Placement | Common stock, par value $0.0001 | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares issued (in shares) | shares | 2,000,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||
Aggregate consideration | $ 20,000,000 | ||||||
Google LLC | Google Cloud Platform | |||||||
Loss Contingencies [Line Items] | |||||||
Number of commitment periods | 3 | 3 | |||||
Term of other commitment | 12 months | 12 months | |||||
Commitment first year | $ 2,000,000 | $ 2,800,000 | $ 2,000,000 | ||||
Commitment second year | 4,500,000 | ||||||
Commitment third year | $ 8,500,000 | ||||||
Other commitment | $ 14,360,000 | $ 15,000,000 |
FORWARD PURCHASE TRANSACTION (D
FORWARD PURCHASE TRANSACTION (Details) - USD ($) | Mar. 31, 2022 | Dec. 08, 2021 | Nov. 28, 2021 | Jun. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 66,915,204 | 15,554,790 | 66,915,204 | 66,915,204 | 66,647,242 | 9,392,361 | ||
Share price (in dollars per share) | $ 7 | $ 10 | ||||||
Exercise of stock, price per share return (in dollars per share) | 10 | |||||||
Sale of stock, VWAP trigger price floor (in dollars per share) | $ 5 | |||||||
Number of shares issued (in shares) | 3,250,000 | 3,250,000 | ||||||
Common stock, par value $0.0001 | ACM | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||
Net proceeds of common stock | $ 6,878,000 | |||||||
Number of shares issued (in shares) | 734,702 | 233,593 | 734,702 | 501,109 | ||||
ACM | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share price (in dollars per share) | $ 7 | |||||||
Share price (in dollars per share) | $ 12 | |||||||
ACM | Common stock, par value $0.0001 | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||
Net proceeds of common stock | $ 6,878,000 | $ 65,062,414 | $ 1,866,000 | $ 6,878,000 | $ 5,012,225 | |||
Share price (in dollars per share) | $ 10 | |||||||
Sale of stock, VWAP trigger price floor (in dollars per share) | $ 5 | |||||||
Number of trading days | 20 days | |||||||
Number of consecutive trading days | 30 days | |||||||
Fees per share (in dollars per share) | $ 0.20 |
STOCKHOLDERS' DEFICIT AND STO_3
STOCKHOLDERS' DEFICIT AND STOCK-BASED COMPENSATION - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021USD ($)Vote$ / sharesshares | Mar. 31, 2022USD ($)Voteplan$ / sharesshares | Dec. 31, 2021USD ($)Voteplan$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 08, 2021$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | 66,486,210 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 66,647,242 | 66,915,204 | 66,647,242 | 9,392,361 | 15,554,790 | |||
Number of votes per share | Vote | 1 | 1 | 1 | |||||
Convertible preferred stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | 41,387,260 | ||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 40,255,926 | 34,541,150 | 40,255,926 | 33,672,045 | |
Options, unrecognized compensation expense | $ | $ 3,994,756 | $ 3,004,000 | $ 3,994,756 | $ 3,490,761 | $ 6,321,143 | |||
Unrecognized expense expected period for recognition | 10 months 24 days | 1 year 1 month 2 days | 1 year 3 months 10 days | 1 year 4 months 20 days | ||||
Options vested fair value | $ | $ 1,875,000 | $ 1,414,334 | $ 2,558,269 | $ 1,581,077 | ||||
Employee Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock reserved for future issuance (in shares) | 2,004,969 | 2,004,969 | 2,004,969 | |||||
Increase in shares available for issuance as a percentage | 1.00% | 1.00% | ||||||
Number of shares issued (in shares) | 0 | 0 | ||||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | 4 years | ||||||
Award expiration period | 10 years | 10 years | ||||||
Stock-based compensation expense | $ | $ 1,047,000 | $ 2,492,533 | $ 1,956,009 | $ 2,286,349 | ||||
Share-based Payment Arrangement, Option [Member] | First anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 25.00% | 25.00% | ||||||
Share-based Payment Arrangement, Option [Member] | 36 Months following first anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 36 months | |||||||
Award vesting percentage | 75.00% | 75.00% | ||||||
Award expiration period | 36 months | |||||||
Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | 3 years | ||||||
Restricted Stock Units (RSUs) | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards vested ( in shares) | 0 | 0 | ||||||
Restricted Stock Units (RSUs) | First anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 25.00% | |||||||
Restricted Stock Units (RSUs) | 36 Months following first anniversary | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 36 months | |||||||
Award vesting percentage | 75.00% | |||||||
Time-Based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-option awards granted (in shares) | 1,008,500 | |||||||
Time-Based RSUs | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | 3 years | ||||||
Stock-based compensation expense | $ | $ 119,941 | $ 1,312,000 | ||||||
Unrecognized expense expected period for recognition | 3 years 7 days | 2 years 11 months 8 days | ||||||
Non-option awards granted (in shares) | 1,518,500 | 510,000 | ||||||
Non-option awards, unrecognized compensation expense | $ | 5,964,359 | $ 14,737,000 | $ 5,964,359 | |||||
Price-Target RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-option awards granted (in shares) | 300,000 | |||||||
Price-Target RSUs | Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 2,821,000 | $ 1,035,944 | ||||||
Unrecognized expense expected period for recognition | 7 months 24 days | 10 months 24 days | ||||||
Non-option awards granted (in shares) | 1,070,000 | 770,000 | ||||||
Non-option awards, unrecognized compensation expense | $ | $ 4,732,496 | $ 4,352,000 | $ 4,732,496 | |||||
2013 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of equity incentive plans | plan | 1 | 1 | ||||||
Number of shares issued (in shares) | 2,588,500 | 1,280,000 | ||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock reserved for future issuance (in shares) | 10,024,848 | 10,024,848 | 10,024,848 | |||||
Increase in shares available for issuance as a percentage | 5.00% | 5.00% | ||||||
Number of shares available for grant (in shares) | 8,744,848 | 7,198,848 | 8,744,848 |
STOCKHOLDERS' DEFICIT AND STO_4
STOCKHOLDERS' DEFICIT AND STOCK-BASED COMPENSATION - Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options | |||||
Beginning balance (in shares) | 5,832,519 | 6,207,149 | 7,607,366 | 4,331,494 | |
Granted (in shares) | 237,500 | 1,307,713 | 1,172,294 | 4,342,214 | |
Exercised (in shares) | (351,462) | (52,435) | (105,867) | ||
Forfeited (in shares) | (164,235) | (1,330,881) | (2,520,076) | (960,475) | |
Ending balance (in shares) | 5,905,784 | 5,832,519 | 6,207,149 | 7,607,366 | 4,331,494 |
Vested and expected to vest (in shares) | 5,905,784 | 5,832,519 | |||
Exercisable (in shares) | 4,282,866 | 3,872,121 | |||
Weighted Average Exercise Price | |||||
Beginning balance (in dollars per share) | $ 3.30 | $ 3.13 | $ 2.94 | $ 2.43 | |
Granted (in dollars per share) | 10 | 4.93 | 3.16 | 3.37 | |
Ending balance (in dollars per share) | 3.56 | 3.30 | $ 3.13 | $ 2.94 | $ 2.43 |
Vested and expected to vest (in dollars per share) | 3.56 | 3.30 | |||
Exercisable (in dollars per share) | $ 3 | $ 1.35 | |||
Weighted Average Remaining Contractual Life | |||||
Options outstanding, weighted average remaining contractual life | 5 years 6 months 21 days | 5 years 7 months 13 days | 7 years 3 months 18 days | 8 years 2 months 1 day | 7 years 7 months 2 days |
Granted , weighted average remaining contractual life | 9 years 11 months 15 days | ||||
Options vested and expected to vest, outstanding, weighted average remaining contractual life | 5 years 6 months 21 days | 5 years 7 months 13 days | |||
Options exercisable, weighted average remaining contractual life | 4 years 5 months 23 days | 4 years 7 months 17 days |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Assets -cash & cash equivalents | $ 69,935,000 | $ 105,027,484 | $ 30,043,046 | $ 12,889,931 |
Assets -restricted cash | 2,768,000 | 2,767,471 | ||
Total Assets | 72,703,000 | 107,794,955 | 30,043,046 | 12,889,931 |
Liabilities: | ||||
Forward purchase option derivative | 0 | 0 | ||
Earnout liability | 0 | 0 | ||
Total Liabilities | 13,841,000 | 15,395,625 | 0 | 0 |
Level 1 | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 13,841,000 | 15,395,625 | ||
Level 1 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 1 | Common stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | 15,396,000 | 0 | 0 | |
Level 1 | Preferred stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | 0 | |
Level 2 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Assets -cash & cash equivalents | 0 | 0 | 0 | 0 |
Assets -restricted cash | 0 | 0 | ||
Total Assets | 0 | 0 | 0 | 0 |
Liabilities: | ||||
Forward purchase option derivative | 0 | 0 | ||
Earnout liability | 0 | 0 | ||
Total Liabilities | 5,979,000 | 6,649,125 | 0 | 0 |
Level 2 | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 2 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 5,979,000 | 6,649,125 | ||
Level 2 | Common stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | 0 | |
Level 2 | Preferred stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | 6,649,000 | 0 | 0 | |
Level 3 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Assets -cash & cash equivalents | 0 | 0 | 0 | 0 |
Assets -restricted cash | 0 | 0 | ||
Total Assets | 0 | 0 | 0 | 0 |
Liabilities: | ||||
Forward purchase option derivative | 17,609,000 | 4,202,562 | ||
Earnout liability | 20,145,000 | 27,133,563 | ||
Total Liabilities | 37,754,000 | 31,337,000 | 2,122,399 | 1,238,825 |
Level 3 | Public Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 3 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | $ 0 | 0 | ||
Level 3 | Common stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 49,863 | 59,624 | |
Level 3 | Preferred stock warrants | ||||
Liabilities: | ||||
Warrant liabilities | $ 0 | $ 2,072,536 | $ 1,179,201 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Changes in Level 3 Financial Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Forward purchase option derivative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | $ 4,202,562 | $ 0 |
Additions | 0 | 14,700,778 |
Changes in fair value | 13,406,000 | (10,498,216) |
Ending balances | 17,609,000 | 4,202,562 |
Earnout liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | 27,133,563 | 0 |
Additions | 0 | 21,606,062 |
Changes in fair value | (6,989,000) | 5,527,501 |
Ending balances | $ 20,145,000 | $ 27,133,563 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Income (Loss) Per share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||||
Net loss | $ (36,211,000) | $ (14,205,000) | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) |
Less: accretion adjustment | 0 | 401,000 | (2,039,144) | 1,090,294 | 1,155,122 |
Less: earnings allocated to participating securities | 0 | 0 | |||
Net loss attributable to common shareholders basic | (36,211,000) | (14,606,000) | (67,183,461) | (35,526,870) | (66,557,122) |
Net loss attributable to common shareholders diluted | (36,211,000) | (14,606,000) | $ (67,183,461) | $ (35,526,870) | $ (66,557,122) |
Less: undistributed earnings allocated to participating securities | $ 0 | $ 0 | |||
Denominator | |||||
Weighted - average shares - basic (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 |
Weighted - average shares - diluted (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 |
Net loss per common share - basic (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) |
Net loss per common share - diluted (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 08, 2021 | |
PIPE Convertible Notes | Convertible Debt | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,291,667 | 0 | ||||
Conversion price (in dollars per share) | $ 12 | |||||
Series preferred stock, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 41,289,914 | 0 | 40,255,926 | 34,541,150 | |
Warrant | Common stock warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 35,719 | 0 | 35,717 | 35,717 | |
Warrant | Preferred stock warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 1,188,848 | 0 | 1,188,848 | 1,188,848 | |
Warrant | Private Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 12,936,679 | 0 | 12,937,500 | 0 | 0 | |
Warrant | Public Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,587,500 | 0 | 5,587,500 | 0 | 0 | |
Common stock options, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,905,784 | 5,961,746 | 5,832,519 | 6,207,149 | 7,607,366 | |
PIPE convertible notes, if-converted | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,291,667 | 0 | 0 | |||
Restricted stock units, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,470,520 | 0 | 1,280,000 | 0 | 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Feb. 12, 2021USD ($) | Mar. 31, 2021USD ($)director | Dec. 08, 2021USD ($) | Dec. 31, 2021directoritem | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 09, 2021 |
Related Party Transaction [Line Items] | |||||||
Number of related parties | item | 3 | ||||||
Recapitalization exchange ratio | 0.9498 | 0.9498 | |||||
Series C-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 1 | 1 | |||||
Series D-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 2 | 2 | |||||
Inventory | Majority Shareholder | Series C-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 3,180,000 | $ 11,752,870 | $ 12,880,934 | $ 13,879,944 | |||
Inventory | Shareholder | Series D-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | 583,000 | 1,930,888 | 3,878,138 | 2,267,312 | |||
Rebates and Incentives | Majority Shareholder | Series C-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 102,000 | 214,258 | 908,867 | 1,674,169 | |||
Rebates and Incentives | Shareholder | Series D-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 2,276,366 | 25,937 | 230,848 | ||||
Dunnage Purchase | Shareholder | Series D-1 Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 616,000 | $ 2,729,376 | $ 2,747,384 | ||||
Implementation Services for AEON | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from performance obligations | $ 7,300,000 | ||||||
Implementation Services for AEON Malaysia | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from performance obligations | 4,500,000 | ||||||
Maintenance Services For AEON Malaysia | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from transactions with related party, per month | $ 20,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 | ||
Operating income (loss) | (29,010,000) | (13,292,000) | (49,042,810) | (28,686,762) | (65,693,323) | ||
Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 44,396,000 | 39,876,000 | 156,989,110 | 187,173,834 | 173,992,897 | ||
Operating income (loss) | (30,282,000) | (13,533,000) | (64,863,125) | (26,244,100) | (63,082,583) | ||
Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 2,230,000 | [1] | 982,000 | [1] | 20,277,567 | 0 | 0 |
Operating income (loss) | 1,272,000 | $ 241,000 | 15,820,315 | $ (2,442,662) | $ (2,610,740) | ||
Grocery net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 30,539,000 | 98,925,157 | |||||
Grocery net revenue | Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 30,539,000 | 98,925,157 | |||||
Grocery net revenue | Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Home & Household net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 12,688,000 | [2] | 53,352,950 | ||||
Home & Household net revenue | Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 12,688,000 | [2] | 53,352,950 | ||||
Home & Household net revenue | Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | [2] | 0 | ||||
Other net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 1,169,000 | 4,711,003 | |||||
Other net revenue | Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 1,169,000 | 4,711,003 | |||||
Other net revenue | Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Software & Services net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 2,230,000 | 20,277,567 | |||||
Software & Services net revenue | Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Software & Services net revenue | Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | $ 2,230,000 | $ 20,277,567 | |||||
[1] | For information related to related party transactions, see Note 16. | ||||||
[2] | Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | May 09, 2022 | Dec. 09, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Equity | $ 32,500,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Equity | $ 100,000,000 | |||||
Shares authorized for issuance as a percentage of voting power | 19.99% |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | |||||||
Cash and cash equivalents | $ 69,935,000 | $ 105,027,484 | $ 22,476,000 | $ 30,043,046 | $ 12,889,931 | ||
Restricted cash | 2,768,000 | 2,768,000 | 0 | ||||
Accounts receivable, net | 3,194,000 | 3,122,015 | 2,910,079 | ||||
Inventories | 13,066,000 | 11,427,567 | 13,964,510 | ||||
Prepaid expenses and other current assets | 12,000,000 | 4,915,305 | 2,131,895 | ||||
Deferred contract costs - current | 0 | 7,580,423 | 0 | ||||
TOTAL CURRENT ASSETS | 100,963,000 | 134,840,265 | 49,049,530 | ||||
Property and equipment, net | 7,019,338 | 10,411,396 | |||||
Contract assets (unbilled receivables) | 11,044,000 | 8,890,888 | 0 | ||||
Forward purchase receivable | 58,184,000 | 60,050,189 | $ 65,062,000 | 0 | |||
Goodwill | 7,444,000 | 7,443,569 | 0 | ||||
Deferred contract costs | 0 | 11,847,266 | 0 | ||||
Other long-term assets | 1,431,000 | 1,514,000 | 204,122 | ||||
TOTAL ASSETS | 206,890,000 | 231,604,850 | 59,665,048 | ||||
CURRENT LIABILITIES | |||||||
Accounts payable | 16,542,000 | 28,936,000 | 9,072,929 | ||||
Accrued expenses | 10,600,000 | 6,392,029 | 5,802,135 | ||||
Deferred revenue | 1,904,000 | 2,020,351 | 2,435,909 | ||||
Other current liabilities | 18,031,000 | 21,899,142 | 14,958,064 | ||||
Term loan-current portion | 0 | 0 | 3,750,000 | ||||
SPAC warrant liabilities | 19,820,000 | 22,044,750 | 0 | ||||
Warrants to purchase common shares | 0 | 49,863 | 59,624 | ||||
Warrants to purchase preferred shares | 0 | 2,072,536 | |||||
TOTAL CURRENT LIABILITIES | 70,167,000 | 81,292,000 | 38,141,436 | ||||
PIPE Convertible Notes, net of transaction costs | 77,371,000 | 77,047,475 | 0 | ||||
Long-term debt | 43,386,000 | 43,286,747 | 3,750,000 | ||||
Forward purchase option derivative | 17,609,000 | 4,202,562 | 0 | ||||
Earnout liability | 20,145,000 | 27,133,563 | 0 | ||||
Other long-term liabilities | 104,000 | 217,238 | 1,015,248 | ||||
TOTAL LIABILITIES | 236,485,000 | 233,180,000 | 42,906,684 | ||||
TOTAL CONVERTIBLE PREFERRED STOCK (Refer to Note 13) | 0 | 0 | 325,602,000 | 325,200,758 | 282,185,326 | $ 271,051,511 | |
STOCKHOLDERS' DEFICIT | |||||||
Common stock, $0.0001 par value per share; 600,000,000 and 66,486,210 shares authorized as of December 31, 2021 and 2020; 66,647,242 and 9,392,361 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 7,000 | 6,665 | 939 | ||||
Additional paid-in capital | 391,257,000 | 383,065,836 | 6,982,156 | ||||
Accumulated deficit | (420,859,000) | (384,648,214) | (315,425,489) | ||||
TOTAL STOCKHOLDERS' DEFICIT | (29,595,000) | (1,575,000) | $ (322,605,000) | (308,442,394) | $ (274,943,167) | $ (210,774,713) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 206,890,000 | $ 231,604,850 | $ 59,665,048 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 66,486,210 | |
Common stock, shares issued (in shares) | 66,915,204 | 66,647,242 | 15,554,790 | 9,392,361 |
Common stock, shares outstanding (in shares) | 66,915,204 | 66,647,242 | 15,554,790 | 9,392,361 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Net revenue: | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 | ||
Cost of sales: | (40,531,000) | (35,929,000) | (145,388,571) | (161,270,544) | (164,091,469) | ||
Gross profit | 6,095,000 | 4,929,000 | 31,878,106 | 25,903,290 | 9,901,428 | ||
Advertising expense | (11,695,000) | (5,707,000) | (21,959,556) | (4,912,269) | (20,703,071) | ||
Selling, general, and administrative expense | (23,410,000) | (12,514,000) | (58,961,360) | (49,677,783) | (54,891,680) | ||
Loss from operations | (29,010,000) | (13,292,000) | (49,042,810) | (28,686,762) | (65,693,323) | ||
Other income (expense), net | (7,201,000) | (913,000) | (20,179,795) | (5,749,814) | 291,323 | ||
Loss before income taxes | (36,211,000) | (14,205,000) | (69,222,605) | (34,436,576) | (65,402,000) | ||
Income taxes | 0 | 0 | 0 | 0 | 0 | ||
Net loss | $ (36,211,000) | $ (14,205,000) | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) | ||
Net loss per common share: | |||||||
Net loss per common share - basic (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) | ||
Net loss per common share - diluted (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) | ||
Denominator | |||||||
Weighted - average shares - basic (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 | ||
Weighted - average shares - diluted (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 | ||
Retail | |||||||
Net revenue: | $ 44,396,000 | $ 39,876,000 | $ 156,989,110 | $ 187,173,834 | $ 173,992,897 | ||
Cost of sales: | (40,049,000) | (35,664,000) | (142,949,882) | (161,270,544) | (164,091,469) | ||
Loss from operations | (30,282,000) | (13,533,000) | (64,863,125) | (26,244,100) | (63,082,583) | ||
Software & Services | |||||||
Net revenue: | 2,230,000 | [1] | 982,000 | [1] | 20,277,567 | 0 | 0 |
Cost of sales: | (482,000) | [1] | (265,000) | [1] | (2,438,689) | 0 | 0 |
Loss from operations | $ 1,272,000 | $ 241,000 | $ 15,820,315 | $ (2,442,662) | $ (2,610,740) | ||
[1] | For information related to related party transactions, see Note 16. |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | CommonPreviously Reported | CommonRevision of Prior Period, Adjustment | Common | Additional Paid-In CapitalPreviously Reported | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Additional Paid-In Capital | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Adjustment | Accumulated Deficit | Previously Reported | Revision of Prior Period, Adjustment | Series E Preferred Stock | Total |
Temporary equity, beginning balance (in shares) at Dec. 31, 2018 | 35,451,667 | (1,779,622) | 33,672,045 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 271,051,511 | $ 271,051,511 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of Series D preferred stock for cash (in shares) | 915,038 | ||||||||||||
Issuance of Series D preferred stock for cash | $ 10,000,000 | ||||||||||||
Retroactive application of recapitalization (in shares) | (45,933) | ||||||||||||
Preferred stock issuance costs | $ (21,308) | ||||||||||||
Other adjustments | $ 1 | ||||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2019 | 36,366,705 | (1,825,555) | 34,541,150 | ||||||||||
Temporary equity, ending balance at Dec. 31, 2019 | $ 282,185,326 | $ 282,185,326 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 9,722,081 | (488,022) | 9,234,059 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 98 | $ 825 | $ 923 | $ 4,812,099 | $ (825) | $ 4,811,274 | $ (215,586,910) | $ (215,586,910) | (210,774,713) | (210,774,713) | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||
Stock-based compensation | 2,286,349 | $ 2,286,349 | |||||||||||
Exercises of common stock options (in shares) | 111,482 | 105,867 | |||||||||||
Exercises of common stock options | $ 11 | 102,309 | $ 102,320 | ||||||||||
Retroactive application of recapitalization (in shares) | (5,615) | ||||||||||||
Series C-3 preferred stock remeasurement | (1,155,122) | 1,155,122 | |||||||||||
Other adjustments | (1) | (1) | |||||||||||
Net loss | (65,402,000) | (65,402,000) | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 9,833,563 | (493,637) | 9,339,926 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 99 | $ 835 | $ 934 | 6,045,644 | (835) | 6,044,809 | (280,988,910) | (280,988,910) | $ (274,943,167) | $ (274,943,167) | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of Series D preferred stock for cash (in shares) | 4,233,043 | ||||||||||||
Issuance of Series D preferred stock for cash | $ 30,000,000 | ||||||||||||
Issuance of Series E preferred stock for conversion of convertible promissory notes (in shares) | 1,783,768 | ||||||||||||
Issuance of Series E preferred stock for conversion of convertible promissory notes | $ 12,644,170 | ||||||||||||
Retroactive application of recapitalization (in shares) | (302,035) | ||||||||||||
Preferred stock issuance costs | $ (719,033) | ||||||||||||
Other adjustments | $ 1 | ||||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2020 | 42,383,516 | (2,127,590) | 40,255,926 | ||||||||||
Temporary equity, ending balance at Dec. 31, 2020 | $ 325,200,758 | $ 0 | $ 325,200,758 | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||
Stock-based compensation | 1,956,009 | $ 1,956,009 | |||||||||||
Exercises of common stock options (in shares) | 55,213 | 52,435 | |||||||||||
Exercises of common stock options | $ 5 | 71,754 | $ 71,759 | ||||||||||
Retroactive application of recapitalization (in shares) | (2,778) | ||||||||||||
Series C-3 preferred stock remeasurement | (1,090,294) | 1,090,294 | |||||||||||
Other adjustments | (122) | (3) | (125) | ||||||||||
Net loss | (34,436,576) | (34,436,576) | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 9,888,776 | (496,415) | 9,392,361 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 99 | $ 840 | $ 939 | 6,982,996 | (840) | 6,982,156 | (315,425,489) | $ 0 | (315,425,489) | $ (308,442,394) | $ 0 | $ (308,442,394) | |
Temporary equity, ending balance (in shares) at Mar. 31, 2021 | 40,255,926 | ||||||||||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 325,602,000 | ||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||
Stock-based compensation | 375,000 | 375,000 | |||||||||||
Exercises of common stock options (in shares) | 38,430 | ||||||||||||
Exercises of common stock options | 68,000 | 68,000 | |||||||||||
Retroactive application of recapitalization (in shares) | 1,904 | ||||||||||||
Series C-3 preferred stock remeasurement | 401,000 | 401,000 | |||||||||||
Net loss | (14,205,000) | (14,205,000) | |||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 9,428,887 | ||||||||||||
Ending balance at Mar. 31, 2021 | $ 1,000 | 7,024,000 | (329,630,000) | $ (322,605,000) | |||||||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 42,383,516 | (2,127,590) | 40,255,926 | ||||||||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 325,200,758 | $ 0 | $ 325,200,758 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||
Issuance of Series E preferred stock for conversion of convertible promissory notes (in shares) | (40,255,926) | ||||||||||||
Issuance of Series E preferred stock for conversion of convertible promissory notes | $ (325,200,758) | ||||||||||||
Temporary equity, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 9,888,776 | (496,415) | 9,392,361 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 99 | $ 840 | $ 939 | $ 6,982,996 | $ (840) | 6,982,156 | $ (315,425,489) | $ 0 | (315,425,489) | $ (308,442,394) | $ 0 | (308,442,394) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||
Stock-based compensation | 4,005,355 | $ 4,005,355 | |||||||||||
Exercises of common stock options (in shares) | 370,053 | 351,462 | |||||||||||
Exercises of common stock options | $ 36 | 768,050 | $ 768,086 | ||||||||||
Retroactive application of recapitalization (in shares) | (18,591) | ||||||||||||
Exercise and conversion of warrants (in shares) | 58,760 | ||||||||||||
Exercise and conversion of warrants | $ 6 | 587,172 | $ 587,178 | ||||||||||
Conversion of preferred stock (in shares) | 41,289,869 | 41,289,869 | |||||||||||
Conversion of preferred stock | $ 4,129 | 325,196,629 | $ 325,200,758 | ||||||||||
Reverse capitalization, net of transaction costs (in shares) | 15,554,790 | ||||||||||||
Reverse recapitalization, net of transaction costs | $ 1,555 | 65,421,379 | 65,422,934 | ||||||||||
Sponsor Earnout Shares liability | (19,895,062) | (19,895,062) | |||||||||||
Other adjustments | 157 | (120) | 37 | ||||||||||
Net loss | (69,222,605) | (69,222,605) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 66,647,242 | ||||||||||||
Ending balance at Dec. 31, 2021 | $ 6,665 | 383,065,836 | (384,648,214) | $ (1,575,000) | |||||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 0 | ||||||||||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 0 | ||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||||
Stock-based compensation | 5,180,000 | 5,180,000 | |||||||||||
Exercise and conversion of warrants (in shares) | 821 | ||||||||||||
Exercise and conversion of warrants | 11,000 | 11,000 | |||||||||||
Net loss | (36,211,000) | (36,211,000) | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 66,915,204 | ||||||||||||
Ending balance at Mar. 31, 2022 | $ 7,000 | $ 391,257,000 | $ (420,859,000) | $ (29,595,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,496,519 | 4,785,778 | 4,377,731 |
Stock-based compensation | 4,005,355 | 1,956,009 | 2,286,349 |
Charges to cost and expenses | (43,964) | 199,387 | 133,742 |
Change in fair value of warrant liabilities | 3,281,279 | 883,573 | (178,668) |
Change in fair value of derivatives | 4,202,562 | 4,323,770 | 0 |
Change in fair value of earnout liability | 5,527,501 | 0 | 0 |
Loss on extinguishment of convertible note | 0 | 102,972 | 0 |
Amortization of debt discount | 237,800 | 0 | 0 |
Other non-cash items | 351,524 | 0 | 0 |
Changes in assets and liabilities: | |||
Receivables, net | (88,992) | 552,137 | (163,266) |
Inventories | 2,779,118 | 77,901 | 284,894 |
Prepaid and other current assets | (2,839,423) | 1,020,918 | 1,069,382 |
Unbilled receivables | (8,890,888) | 0 | 0 |
Deferred contract costs | (19,427,689) | 0 | 0 |
Other long-term assets | 40,787 | 0 | 0 |
Accounts payable | 19,278,074 | (7,517,867) | 5,388,131 |
Accrued expenses | 566,521 | 453,575 | (784,360) |
Deferred revenue | (415,558) | 117,497 | 897,512 |
Other current liabilities | 3,567,199 | 2,547,651 | 6,011,974 |
Long-term liabilities | (874,069) | 836,791 | 198,017 |
Net cash used in operating activities | (53,468,949) | (24,096,484) | (45,880,562) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (1,070,741) | (1,536,631) | (3,860,060) |
Acquisition of business, net of cash acquired | (3,600,000) | 0 | 0 |
Forward purchase receivable deposit | (65,062,414) | 0 | 0 |
Forward purchase receipts | 5,012,225 | 0 | 0 |
Other investing activities | 0 | 308,331 | (18,916) |
Net cash used in investing activities | (64,720,930) | (1,228,300) | (3,878,976) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Business Combination financing, net of redemptions and transaction costs | 159,617,056 | 0 | 0 |
Principal payments on finance lease obligations | (73,903) | (72,130) | (3,048,052) |
Proceeds from option exercises | 768,086 | 71,758 | 102,320 |
Proceeds from sale of preferred stock | 0 | 30,000,000 | 10,000,000 |
Proceeds from convertible note issuance | 0 | 8,217,304 | 0 |
Preferred stock issuance costs | 0 | (719,033) | (21,308) |
Repayment of borrowings | (7,500,000) | (7,520,000) | (980,000) |
Proceeds from borrowings | 43,800,226 | 12,500,000 | 0 |
Debt issuance costs | (669,677) | 0 | 0 |
Net cash provided by financing activities | 195,941,788 | 42,477,899 | 6,052,960 |
Total change in cash, cash equivalents and restricted cash | 77,751,909 | 17,153,115 | (43,706,578) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 30,043,046 | 12,889,931 | 56,596,509 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 107,794,955 | 30,043,046 | 12,889,931 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for taxes | 18,833 | 8,284 | 10,292 |
Cash paid for interest | 280,990 | 404,411 | 301,155 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Assumed warrant liability in connection with the Business Combination | 325,200,758 | 0 | 0 |
Contingent consideration | 0 | 12,644,170 | 0 |
Cashless exercise of warrants | 587,172 | 0 | 0 |
Conversion of convertible promissory note to preferred stock | 1,711,000 | 0 | 0 |
Conversion of preferred stock to common stock | 17,228,250 | 0 | 0 |
Cash and cash equivalents at end of period | 105,027,484 | 30,043,046 | 12,889,931 |
Restricted cash at end of period | 2,767,471 | 0 | 0 |
Cash, cash equivalents and restricted cash at end of period | $ 107,794,955 | $ 30,043,046 | $ 12,889,931 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description — Business Combination — Under the Business Combination Agreement, the Company agreed to acquire all outstanding equity interest of Old Boxed for $550,000 in aggregate consideration, which Old Boxed’s stockholders would receive in the form of shares of common stock of the Company (the consummation of the business combination and the other transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). The Business Combination was accounted for as a reverse recapitalization with Old Boxed as the accounting acquirer and as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Old Boxed and its wholly-owned subsidiaries as Old Boxed is the predecessor to the Company. The Post Combination Company common stock and warrants commenced trading on the New York Stock Exchange under the symbols “BOXD” and “BOXD WS,” respectively, on December 9, 2021. See Note 2, “Business Combination,” for additional details. MaxDelivery Acquisition — Business Combinations Intangible Assets and Goodwill The Company recorded a contingent consideration liability of $1,711 as of the acquisition date, representing the estimated fair value of the contingent payable to former shareholders. The fair value of the contingent consideration is remeasured at each reporting period, as discussed in Note 14, and is included within earnout liability in the Company’s Condensed Consolidated Balance Sheets. Principles of Consolidation — Basis of Presentation — The unaudited results of operations for the three months ended March 31, 2022 are not necessarily indicative of future results or results to be expected for the full fiscal year ended December 31, 2022. These unaudited Condensed Consolidated Financial Statements, including the Company’s significant accounting policies, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto included in the Annual Report on Form 10-K. Considerations Related to COVID-19 — In the preparation of these condensed consolidated financial statements and related disclosures we have assessed the impact that COVID-19 has had on the Company’s estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As COVID-19 and its impacts are unprecedented and ever evolving, future events and effects related to the pandemic cannot be determined with precision and actual results could significantly differ from estimates or forecasts. Going Concern, Liquidity and Management’s Plan — In addition, as disclosed in Note 7, the Company entered into a term loan agreement (the “New Term Loan”) in August 2021 for principal of $45,000. The New Term Loan contains a certain number of financial covenants, which requires the Company to (i) maintain minimum unrestricted cash balance of $15,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. In order to achieve these targets, the Company expects to invest in growth initiatives including substantially increasing and maintaining higher levels of its marketing spend compared to historical periods. The Company expects these investments, among others, to result in an increase in cash used in operating activities over the next twelve months. As of March 31, 2022, the Company was in compliance with the financial covenants required by its New Term Loan. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with these covenants over the next twelve months. If the Company breaches its financial covenants and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the New Term Loan or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided a waiver or forbearance will be granted or the outstanding borrowings under the New Term Loan will be successfully refinanced on terms that are acceptable to the Company. To date, the Company has raised a substantial amount of capital from outside investors and lenders through the issuance of stock and borrowings, including under our term loans and revolving credit facilities, as well as through the consummation of the Business Combination, and expects this reliance to continue for the foreseeable future. However, as of March 31, 2022, the Company had no additional capital available for borrowing and no firm commitment from current or prospective investors to provide the Company additional capital to fund operations in the foreseeable future. While management believes the Company will be able to obtain additional capital, no assurance can be provided that such capital will be obtained or on terms that are acceptable to the Company. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If management is unsuccessful in securing additional capital and/or executing its strategy of growth whereby the Company realizes profits and generates sufficient cash inflows from operations to fund the Company’s obligations as they become due, management may be required to seek other strategic alternatives such as a further reduction in the Company’s current cost structure, or a recapitalization of the Company’s balance sheet, including related outstanding debt and equity securities. The accompanying Condensed Consolidated Financial Statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties. Estimates — Segment Information — Cash and Cash Equivalents — Restricted Cash — Accounts Receivable, Net — Accounts receivable includes $2,177 and $2,318 of trade receivables at March 31, 2022 and December 31, 2021, respectively. The Company has recorded an allowance of $157 and $96 as of March 31, 2022 and December 31, 2021, respectively. Fair Value of Financial Instruments — Level 1 — Level 2 — Level 3 — The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Concentrations of Risk — The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of March 31, 2022 and December 31, 2021, one third-party seller accounted for approximately 31.6% and 40.9% of the Company’s outstanding receivables, respectively. Leases — ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. ROU assets are also adjusted for prepaid rent, initial indirect costs, and lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected to exclude from its balance sheets the recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real-estate leases. Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material write-offs for the three months ended March 31, 2022 or 2021. Property and Equipment, Net — Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Finance lease assets 7 years Software development 4 years Software Development Costs — Internal Use Software will result in added functionality. Capitalized software costs are included in property and equipment, net within the Condensed Consolidated Balance Sheets and are amortized over the remaining useful life of four years. In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed Impairment of Long-Lived Assets — Property, Plant, and Equipment Deferred Contract Costs — Forward Purchase Receivable and Forward Purchase Option Derivative — Intangible Assets and Goodwill — Combinations. Debt — three months ended March 31, 2022. There were no corresponding costs for the prior year period. Interest expense for total long-term debt was $3,023 and $112 for the three months ended March 31, 2022 and 2021, respectively. Equity — Distinguishing Liabilities from Equity Immediately prior to Closing, all Series of Old Boxed preferred stock was converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer had temporary equity on its Condensed Consolidated Balance Sheets. Employee Benefit Plan — Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility — Expected Term — Risk-Free Interest Rate — Dividend Yield — Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. Net Loss Per Share — Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. Income Taxes — Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. Revenue Recognition — Revenue from Contracts with Customers Revenue from Contracts with Customers Other Income (Expense), Net — Customer Incentives — Vendor Rebates — in the condensed consolidated balance sheet. Vendor rebates received by the Company reduce the carrying cost of inventory and are recognized in cost of sales in the condensed consolidated statements of operations when the related inventory is sold. Cost of Sales — Delivery Costs — Selling, General and Administrative Expense — Research and Development Advertising Expense — Advertising Costs Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Upon adoption of ASC 842 the Company recognized operating lease ROU assets and operating lease liabilities related to its office leases and fulfillment centers of $11,298 and $11,742, respectively. The difference in the initial operating lease ROU assets and operating lease liabilities balances is $444 related to the de-recognition of existing deferred rent and incentive balances. The Company elected the “package of practical expedients,” which permitted the Company to not reassess prior conclusions about whether any expired or existing arrangements are or contain a lease, lease classification and the treatment of initial direct costs under the new guidance. The Company did not elect the use-of-hindsight practical expedient. The Company’s accounting for lessee finance leases remains substantially unchanged from legacy guidance. All prior periods are presented in accordance with legacy guidance for both operating and finance leases. The standard did not have a significant impact on the Company’s Condensed Consolidated Statements of Operations or Statements of Cash Flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | BOXED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2021, 2020, and 2019 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Description — Business Combination On December 8, 2021, the Company consummated the Business Combination and other transactions (the “Closing”). The following occurred upon the Closing: ● Old Boxed merged with Blossom Merger Sub, Inc., a wholly-owned subsidiary of the Company, with Old Boxed surviving the merger as a wholly-owned subsidiary of the Company. Immediately following this initial merger, Old Boxed merged with and into Blossom Merger Sub II, LLC, another wholly-owned subsidiary of the Company, with Blossom Merger Sub II, LLC surviving the merger and changing its name to “Boxed LLC.” ● The Company changed its name from “Seven Oaks Acquisition Corp.” to “Boxed, Inc.” and is referred to herein as “New Boxed,” the “Company,” or the “Post Business Combination Company”. Unless the context otherwise requires, references to “Seven Oaks” herein refer to the Company prior to Closing. ● Holders of 18,098,335 shares of Seven Oaks Class A common stock sold in its initial public offering exercised their right to have such shares redeemed (the “Redemptions”) for a full pro rata portion of the trust account holding the proceeds from Seven Oak’s initial public offering. The remaining 7,776,665 shares of Seven Oaks Class A common stock were each automatically reclassified into one share of New Boxed common stock. ● The 6,468,750 shares of Seven Oaks Class B common stock held by Seven Oaks Sponsor LLC (the “Sponsor”) were each automatically reclassified into one share of New Boxed common stock, of which 1,940,625 are subject to vesting under certain conditions (the “Sponsor Earnout Shares”). The Sponsor Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved. Refer to Note 15 for detail on the Company’s valuation of these shares. ● Pursuant to subscription agreements entered into in connection with the Business Combination Agreement (the “Subscription Agreements”), certain investors (the “PIPE Investors”) subscribed to purchase an aggregate of 3,250,000 shares of Class A common stock at $10.00 per share and an aggregate of $87,500,000 in principal amount of convertible notes (the “PIPE Convertible Notes” or “Convertible Notes”) upon consummation of the Business Combination (collectively, the “PIPE Investment”). At Closing, the Company consummated the PIPE Investment and 3,250,000 shares of New Boxed common stock were issued. Refer to Note 5 for terms and details of the PIPE Convertible Notes. ● After giving effect to the transactions described above, including the Redemptions and the consummation of the PIPE Investment, there were 15,554,790 shares of New Boxed common stock issued and outstanding (excluding the Sponsor Earnout Shares). Prior to the Closing, on November 28, 2021, Seven Oaks entered into an agreement (the “Forward Purchase Agreement”) with ACM AART VII D LLC (“ACM”) for a cash-settled OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock (the “Forward Purchase shares”) and, one business day following the closing of the Business Combination, the Company paid out to ACM an amount (such amount, as adjusted under the Forward Purchase Agreement, the “Prepayment Amount”) equal to the redemption price per share multiplied by the number of subject shares on the date of prepayment. The Prepayment Amount of $65,062,414 was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in deposit account for the benefit of ACM until the “Valuation Date” (the second anniversary of the closing of the Business Combination, subject to certain acceleration provisions). At any time prior to the Valuation Date, ACM may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If ACM sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. As of December 31, 2021, ACM has sold 501,109 shares, for which the Company received gross proceeds of $5,012,225. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to the full remaining Prepayment Amount of $60,050,189. Refer to Note 11 for further detail on the Forward Purchase Agreement and the related settlement scenarios. As discussed above, a total of 18,098,335 shares of Seven Oaks Class A common stock were presented for redemption in connection with the Business Combination (the “Redemptions”). As a result, there was approximately $77,784,265 remaining in Seven Oaks’ trust account, following Redemptions. Combined with the total PIPE Investment of $120,000,000, comprised of $32,500,000 in equity and $87,500,000 in Convertible Notes, and after deducting combined company transaction fees of $47,667,386, there was approximately $150,116,879 of cash proceeds received by the Company from the transaction. After paying the Prepayment Amount of $65,062,414 on December 9, 2021, the day after the Closing, the Company had $85,054,465 in net proceeds remaining. As discussed above, as of December 31, 2021, $5,012,225 of the amount initially subject to settlement under the Forward Purchase Transaction, has already been recovered by the Company. The following table illustrates the net proceeds to the Company delivered through the Business Combination. Cash – $ 77,784,265 Cash – 32,500,000 Cash – 87,500,000 Gross cash proceeds resulting from the Business Combination 197,784,265 Less: combined company transaction costs (47,667,386) Net cash proceeds from the Business Combination 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 Further, the following table reconciles the elements of the Business Combination to the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit to the Consolidated Statement of Cash Flows as well as to the amounts disclosed herein in Note 1. Cash – $ 77,784,265 Cash – 32,500,000 Less: net impact of reverse recapitalization (38,648,877) Less: transaction costs reclassed or allocated to equity (6,212,454) Reverse recapitalization, net of transaction costs $ 65,422,934 Cash – 87,500,000 Less: transaction costs allocated to debt (10,534,127) Plus: noncash assumed warrant liability in reverse recapitalization 17,228,250 Net cash proceeds from the Business Combination on the Statements of Cash Flows $ 159,617,057 Less: transaction costs allocated to derivative instruments and expensed during the year (9,500,178) Net cash proceeds from the Business Combination within Note 1 $ 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 Immediately prior to Closing, each share of Old Boxed convertible preferred stock was converted to common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 (the “Exchange Ratio”) shares of New Boxed common stock. Also as a result of the consummation of the Business Combination, each share of Old Boxed common stock was converted into the right to receive approximately 0.9498 shares of New Boxed common stock and each outstanding and unexercised option to purchase Old Boxed common stock, vested or unvested, was assumed and converted into the an option to purchase 0.9498 shares of New Boxed common stock, subject to the same terms and conditions as applied to the underlying options to purchase Old Boxed common stock. Based on the following factors, the Company determined under the Accounting Standards Codification (“ASC”) 805, Business Combinations, ● Old Boxed stockholders owned approximately 76.7% of the shares in the Post Business Combination Company, and thus had sufficient voting right to exert influence over the Post Business Combination Company. ● Old Boxed appointed a majority of the Post Business Combination Company’s board of directors and maintained a majority of the composition of management. ● Old Boxed was the larger entity based on historical revenues and business operations and comprised the ongoing operations of the Post Business Combination Company. ● The Post Business Combination Company assumed the name “Boxed, Inc.” In accordance with the guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the consummation of Business Combination on December 8, 2021 to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Old Boxed’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Old Boxed convertible preferred stock and Old Boxed common stock prior to the Business Combination has been retroactively recast as shares reflecting the Exchange Ratio of 0.9498 established in the Business Combination. The Post Combination Company common stock and warrants commenced trading on the New York Stock Exchange under the symbols “BOXD” and “BOXD WS,” respectively, on December 9, 2021. COVID-19 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide certain relief in response to the COVID-19 pandemic. The CARES Act includes numerous tax provisions and other stimulus measures (See Note 8, Income Taxes, for additional information). Among the various provisions in the CARES Act, the Company is utilizing the payroll tax deferrals. The Company did not receive any loans under the CARES Act. Principles of Consolidation — Basis of Presentation Going Concern, Liquidity and Management’s Plan $2,767,471 In addition, as disclosed in Note 6, the Company entered into a term loan agreement (the “New Term Loan”) in August 2021 for principal of $45,000,000. The New Term Loan contains a certain number of financial covenants, which requires the Company to (i) maintain minimum unrestricted cash balance of $15,000,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. In order to achieve these targets, the Company expects to invest in growth initiatives including substantially increasing its marketing spend, resulting in an increase in cash used in operating activities for the next twelve months. As of December 31, 2021, the Company was in compliance with the financial covenants required by its New Term Loan. However, the inherent uncertainties described above may impact the Company’s ability to remain in compliance with these covenants over the next twelve months. If the Company breaches its financial covenants and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the New Term Loan or the exercise of other rights or remedies the third-party lender may have under applicable law. No assurance can be provided a waiver or forbearance will be granted or the outstanding borrowings under the New Term Loan will be successfully refinanced on terms that are acceptable to the Company. To date, the Company has raised a substantial amount of capital from outside investors and lenders through the issuance of stock and borrowings, including under our term loans and revolving credit facilities, as well as through the consummation of the Business Combination, and expects this reliance to continue for the foreseeable future. However, as of December 31, 2021, the Company had no additional capital available for borrowing and no firm commitment from current or prospective investors to provide the Company additional capital to fund operations in the foreseeable future. While management believes the Company will be able to obtain additional capital, no assurance can be provided that such capital will be obtained or on terms that are acceptable to the Company. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. If management is unsuccessful in securing additional capital and/or executing its strategy of growth whereby the Company realizes profits and generates sufficient cash inflows from operations to fund the Company’s obligations as they become due, management may be required to seek other strategic alternatives such as a further reduction in the Company’s current cost structure, or a recapitalization of the Company’s balance sheet, including related outstanding debt and equity securities. The accompanying Consolidated Financial Statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties. Estimates experience, and reasonable assumptions. After such review, those estimates are adjusted accordingly. Actual results could differ from those estimates. Segment Information 1) Retail — This segment engages in the sale of consumer products and goods in bulk sizes to consumers and business in the continental United States. 2) Software & Services — This segment primarily relates to the Company’s research, development, marketing and production of the Company’s proprietary software for sale to third parties. See Note 18 for Segment Reporting for the years ended December 31, 2021, 2020, and 2019, respectively. Cash and Cash Equivalents Restricted Cash $ 2,767,471 Accounts Receivable, Net Accounts receivable includes $2,317,908, $2,705,028, and $2,731,111 of trade receivables as of December 31, 2021, 2020, and 2019, respectively. The Company has recorded an allowance of $95,558, $205,384, and $176,653 as of December 31, 2021, 2020, and 2019, respectively, for doubtful accounts as follows: For the Year Ended December 31, 2021 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 205,384 — — (109,826) $ 95,558 For the Year Ended December 31, 2020 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 176,653 28,731 — — $ 205,384 For the Year Ended December 31, 2019 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 141,282 35,371 — — $ 176,653 Fair Value of Financial Instruments Level 1 Level 2 Level 3 The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Concentrations of Risk The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of December 31, 2021 and 2020, one third party seller accounted for approximately 40.9% and 54.3% of the Company’s outstanding gross receivables, respectively. Leases — Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. During the year ended December 31, 2021, the Company wrote-down $394,848 of inventory that was estimated to be sold below cost, primarily related to SKUs which were in high demand during the COVID-19 pandemic. There were no material write-offs for the year ended December 31, 2020 and 2019. Property and Equipment, Net range from 3 Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Capital lease asset 7 years Software development 4 years Software Development Costs Internal Use Software In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed Impairment of Long-Lived Assets Deferred Contract Costs Forward Purchase Receivable and Forward Purchase Option Derivative purchase option derivative,” on its Consolidated Balance Sheets. Refer to the Business Combination discussion above and Note 11 for further detail. Intangible Assets and Goodwill — Combinations Debt Equity Distinguishing Liabilities from Equity Immediately prior to Closing, all series of Old Boxed preferred stock were converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer has temporary equity on its Consolidated Balance Sheets. Equity Issuance Costs Costs incurred in connection with the issuance of the Company’s series preferred stock have historically been recorded as a direct reduction against preferred stock within the Consolidated Balance Sheets. Additionally, certain transaction costs incurred in connection with the merger that are direct and incremental to the Business Combination, as discussed below, have been recorded as a component of additional paid in capital within the Consolidated Balance Sheets. Employee Benefit Plan Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC Topic 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. Net Loss Per Share Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. Revenue Recognition Revenue from Contracts with Customers Revenue from Contracts with Customers Other Income (Expense), Net Customer Incentives Vendor Rebates Delivery Costs Cost of Sales — Selling, General and Administrative Expense In accordance with ASC 730-10-25, Research and Development Advertising Expense Transaction Costs Expenses of Offering and administrative expense in the Consolidated Statements of Operations. Direct and specific incremental transaction costs related to the Business Combination that would not otherwise have been incurred had the transaction not consummated were allocated across the PIPE Equity, PIPE Convertible Notes, and the derivative instruments associated with the transaction. Of the incremental transaction costs of $21,215,856 incurred by Old Boxed, (i) a total of $6,212,454 was treated as a reduction to cash proceeds and deducted from the Company’s additional paid-in capital upon consummation of the Business Combination, including $3,917,093 in costs that were previously deferred (ii) $10,534,127 was allocated to the PIPE Convertible Notes and was treated as debt issuance costs and (iii) $4,469,276 was allocated to the derivative instruments and was recorded within other income (expense), net in the Consolidated Statements of Operations. Recently Adopted Accounting Pronouncements — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06 — Debt — Debt with Conversion and Other Options Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other-Internal-Use Software (Subtopic 35-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently Announced Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Under the “incurred loss” model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been “incurred”). Under the “expected loss” model, an entity will recognize a loss (or allowance) upon initial recognition of the asset that reflects all future events that will lead to a loss being realized, regardless of whether it is probable that the future event will occur. The “incurred loss” model considers past events and current conditions, while the “expected loss” model includes expectations for the future which have yet to occur. ASU 2016-13 is effective for private companies beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of the new standard on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to recognize in its balance sheet an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee’s right to use the underlying asset for the lease term. On June 3, 2020, the FASB deferred the effective date of ASC 842 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its Consolidated Financial Statements but believes that there will be right of use assets and lease liabilities recognized on the Company’s Consolidated Balance Sheets and an immaterial impact on the Company’s Consolidated Statement of Operations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following at March 31, 2022 and December 31, 2021: December 31, March 31, 2022 2021 Leasehold improvements $ 8,758 $ 8,716 Warehouse equipment 3,105 3,056 Computers and small tools 1,417 1,337 Furniture and fixtures 85 85 Software development 14,146 14,091 Work in progress 378 7 27,889 27,292 Less: Accumulated depreciation and amortization (21,287) (20,273) Property and equipment, net $ 6,602 $ 7,019 The Company recorded depreciation and amortization expense of $1,016 and $1,230 for the three months ended March 31, 2022 and 2021, respectively, of which $305 and $499 related to software development costs, respectively. | 2. PROPERTY AND EQUIPMENT Property and equipment — net consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 8,715,489 $ 8,147,638 Warehouse equipment 3,056,072 2,192,471 Computers and small tools 1,337,493 1,061,177 Furniture and fixtures 85,480 95,064 Software development 14,090,389 13,608,520 Work in progress 7,066 359,992 27,291,989 25,464,862 Less: Accumulated depreciation and amortization (20,272,651) (15,053,466) Property and equipment, net $ 7,019,338 $ 10,411,396 Work in progress includes capitalized costs for on-going software development projects. The Company recorded depreciation and amortization expense of $4,496,519, $4,785,778, and $4,377,731 for the years ended December 31, 2021, 2020, and 2019, respectively, of which, $1,678,704, $2,081,625, and $1,983,936 related to software development costs, respectively. |
PREPAID EXPENSES AND OTHER CU_4
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of March 31, 2022 and December 31, 2021, the major components of prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 Prepaid insurance $ 3,946 $ 476 Prepaid services (1) 4,195 1,918 Vendor funds receivable 1,099 1,058 Other prepaid expenses 2,459 806 Other receivables 301 657 Total $ 12,000 $ 4,915 (1) Prepaid services represents the current portion paid to Palantir in the first quarter of 2022 in accordance with the Company’s Master Service Agreement, as discussed and defined in Note 11. The noncurrent portion of $10,702 is recorded as prepaid expenses, noncurrent on the Company’s Condensed Consolidated Balance Sheets. | 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 and 2020, the major components of prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid services 1,918,299 — Vendor funds receivable 1,057,718 866,276 Other prepaid expenses 1,281,799 765,677 Other receivables 657,489 499,942 Total $ 4,915,305 $ 2,131,895 |
OTHER CURRENT LIABILITIES_2
OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER CURRENT LIABILITIES | 5. OTHER CURRENT LIABILITIES As of March 31, 2022 and December 31, 2021, the major components of other current liabilities consisted of the following: March 31, 2022 December 31, 2021 Credit card payable $ 13,347 $ 13,738 Accrued sales tax payable 1,920 1,708 Deferred rent – short term — 451 Credits liability 648 641 Obligation for equity consideration (1) — 3,000 Other accrued liabilities 2,116 2,362 Total $ 18,031 $ 21,899 (1) For further detail on the equity consideration, refer to Note 1 within the discussion on the MaxDelivery Acquisition . The equity consideration was issued in March 2022. | 4. OTHER CURRENT LIABILITIES As of December 31, 2021 and 2020, the major components of other current liabilities consisted of the following: December 31, 2021 2020 Credit card payable $ 13,738,270 $ 10,473,079 Accrued sales tax payable 1,707,557 1,845,831 Deferred rent – short term 450,776 622,940 Credits liability 640,994 633,287 Obligation for equity consideration (1) 3,000,000 — Other accrued liabilities 2,361,545 1,382,927 Total $ 21,899,142 $ 14,958,064 (1) For further detail on the obligation for equity consideration, refer to Note 10. |
CONVERTIBLE NOTES_2
CONVERTIBLE NOTES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES | 6. CONVERTIBLE NOTES Concurrently with the execution of the Business Combination and for the purposes of raising the cash portion of the consideration for the Business Combination, Seven Oaks entered into Subscription Agreements with the PIPE Investors. Pursuant to these agreements, upon the Closing on December 8, 2021, the Company issued an aggregate of $87,500 in principal amount of PIPE Convertible Notes. The PIPE Convertible Notes will bear interest at a rate of 7.00% per annum payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2022. The PIPE Convertible Notes will mature on December 15, 2026, unless earlier repurchased by the Company or converted at the option of the holders. Upon conversion, the Company will settle conversions of PIPE Convertible Notes through payment or delivery, as the case may be, of cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the PIPE Convertible Notes is 83.333 shares of common stock per $1 thousand principal amount of the PIPE Convertible Notes (which represents an initial conversion of approximately $12.00 per share). The conversion rate for the PIPE Convertible Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the indenture governing the PIPE Convertible Notes) or a redemption with respect to the PIPE Convertible Notes occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the PIPE Convertible Notes by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. The Company is required to repurchase the PIPE Convertible Notes upon a fundamental change (as defined in the indenture governing the PIPE Convertible Notes) at a fundamental repurchase price equal to 101% of the principal amount plus any accrued and unpaid interest. On or after December 20, 2024, respectively, the Company may redeem for cash all or any portion of the PIPE Convertible Notes, at the Company’s option if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading-day period. To the extent that the Company is unable to pay cash interest on the PIPE Convertible Notes on each interest payment date because of restrictions in the Company’s new term loan agreement (as discussed in Note 6), or at the election of the Company to defer interest payments, an amount equal to the unpaid interest then due will be added to the principal amount, without any action by the Company or the lender of the new term loan. The interest that is capitalized with, or added to, the principal amount is known as “PIK Interest.” As of March 31, 2022, the Company accrued for $1,531 of interest. Prior to each interest period, at its election, the Company will determine whether to pay cash interest or defer to PIK Interest. Of the total transaction costs incurred as part of the Business Combination, $10,534 was allocated to the PIPE Convertible Notes and treated as debt issuance costs. As of March 31, 2022, the remaining period over which the debt issuance costs will be amortized was 4.71 years. The indenture related to the Subscription Agreements includes customary affirmative and negative covenants including, among other things, compliance with applicable law, payment terms, events of default, and the terms surrounding the ability to repurchase the PIPE Convertible Notes. | 5. CONVERTIBLE NOTES PIPE Convertible Notes Concurrently with the execution of the Business Combination and for the purposes of raising the cash portion of the consideration for the Business Combination, Seven Oaks entered into Subscription Agreements with the PIPE Investors. Pursuant to these agreements, upon the Closing on December 8, 2021, the Company issued an aggregate of $87,500,000 in principal amount of PIPE Convertible Notes. The PIPE Convertible Notes will bear interest at a rate of 7.00% per annum payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2022. The PIPE Convertible Notes will mature on December 15, 2026, unless earlier repurchased by the Company or converted at the option of the holders. Upon conversion, the Company will settle conversions of PIPE Convertible Notes through payment or delivery, as the case may be, of cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the PIPE Convertible Notes is 83.333 shares of common stock per $1,000 principal amount of the PIPE Convertible Notes (which represents an initial conversion of approximately $12.00 per share). The conversion rate for the PIPE Convertible Notes will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, if a make-whole fundamental change (as defined in the indenture governing the PIPE Convertible Notes) or a redemption with respect to the PIPE Convertible Notes occurs prior to the maturity date, under certain circumstances as specified in the relevant indenture, the Company will increase the conversion rate for the PIPE Convertible Notes by a number of additional shares of the Company’s common stock for a holder that elects to convert its notes in connection with such make-whole fundamental change or redemption. The Company is required to repurchase the PIPE Convertible Notes upon a fundamental change (as defined in the indenture governing the PIPE Convertible Notes) at a fundamental repurchase price equal to 101% of the principal amount plus any accrued and unpaid interest. On or after December 20, 2024, respectively, the Company may redeem for cash all or any portion of the PIPE Convertible Notes, at the Company’s option if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading-day period. To the extent that the Company is unable to pay cash interest on the PIPE Convertible Notes on each interest payment date because of restrictions in the Company’s new term loan agreement (as discussed in Note 6), or at the election of the Company to defer interest payments, an amount equal to the unpaid interest then due will be added to the principal amount, without any action by the Company or the lender of the new term loan. The interest that is capitalized with, or added to, the principal amount is known as “PIK Interest.” As of December 31, 2021, the Company accrued for $391,319 of interest using the stated interest rate. Prior to each interest period, the Company will determine whether to pay cash interest or defer to PIK Interest. As discussed in Note 1, $10,534,127 of the transaction costs incurred as part of the Business Combination were allocated to the PIPE Convertible Notes and treated as debt issuance costs. As of December 31, 2021, the remaining period over which the debt issuance costs will be amortized was 4.95 years. The indenture related to the Subscription Agreements includes customary affirmative and negative covenants including, among other things, compliance with applicable law, payment terms, events of default, and the terms surrounding the ability to repurchase the PIPE Convertible Notes. Convertible Promissory Notes On May 15, 2020, May 26, 2020 and May 29, 2020, the Company issued Subordinated Convertible Promissory Notes (each, a “Note”) in an aggregate principal amount of $8,215,000 pursuant to the Note Purchase Agreement, dated May 15, 2020, by and among the Company and the noteholders. The maturity date of the Notes is the earlier of (a) two years from the Note issuance; (b) upon acceleration due to an event of default; and (c) upon conversion of the Notes in connection with the Company raising equity proceeds of $25,000,000 or more inclusive of the principal amount of the Notes. The Notes accrue 0.25% simple interest per annum (the short-term AFR fixed on the respective Note issuance date). The Notes converted into Series E-2 preferred stock as a result of the Series E raise in June 2020. In accordance with ASC 815-15-25 the conversion feature of the Promissory Note was considered an embedded derivative instrument that required bifurcation and separate accounting. The feature was recorded at its fair value at issuance date and separated from the underlying note value. The Promissory Note was converted in the same quarter as issuance. Upon conversion, the Company performed a final valuation of the embedded derivative’s fair value which resulted in a loss of $4,323,770 which was recorded in other income (expense), net. The fair market value of the derivative was calculated using a discounted cash flow model, which utilized the original implied discount rate and an adjustment for a change in the market spread. Additionally, the Promissory Note and bifurcated derivative were removed at the carrying amounts, with the difference in the then-current fair value of the shares issued of $102,972 being recorded as a loss on extinguishment within other income (expense), net. There was no impact on the Consolidated Balance Sheets as the issuance and conversion of the note occurred within the same quarter of 2020. Immediately prior to the consummation of the Business Combination, all of the Old Boxed preferred stock, including the Series E-2 preferred stock discussed above, converted into shares of Old Boxed common stock. Then upon Closing, each share of Old Boxed common stock converted into the right to receive approximately 0.9498 shares of New Boxed common stock. |
DEBT_2
DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
DEBT | 7. DEBT On August 4, 2021, the Company entered into a new term loan agreement (“the New Term Loan”). The New Term Loan will provide the Company with $45,000 at a floating per annum rate of LIBOR plus 8.5%, with a maturity date of August 4, 2025. Should LIBOR no longer be published, the agreement provides for an alternative rate of interest based on the per annum rate equal to the greatest of the Prime Rate or the Federal Funds Effective Rate plus 1/2 of 1% in effect on such day. The agreement provides the lender with a first priority security interest in all of the Company’s assets and contains a certain number of financial covenants, which requires us to (i) maintain minimum unrestricted cash balance of $15,000, (ii) maintain minimum net Retail revenue based upon agreed upon quarterly targets, and (iii) maintain a Retail gross margin percentage of at least 8%. These net Retail revenue and Retail gross margin targets are tested quarterly on a trailing twelve-month basis. The agreement also includes other affirmative and negative covenants, which, among other things, restricts the Company’s ability to pay dividends or make any distributions, incur indebtedness, incur liens, and sell substantially all of its assets. The agreement also subjects the Company to certain reporting covenants. The Company is required to provide monthly, quarterly and annual financial statements, operating budget and metrics, and other financial information as requested. Also in connection with the New Term Loan, the Company issued 126,993 warrants to purchase price stock at an exercise price of $7.0871, which were cashless exercised immediately prior to the closing of the Business Combination. Further, on August 4, 2021, the Company repaid the outstanding principal balance of the Seventh Amendment of its existing term loan and security agreement (the “Credit Agreement”) of $5,000 and recognized a loss on extinguishment of debt in the amount of $203. In connection with the loan repayment, the Company’s letter of credit was modified and the Company is now required to maintain cash collateral for the outstanding letters of credit. As a result, the cash collateral related to the outstanding letters of credit are segregated in restricted cash accounts as of March 31, 2022. Refer to the Notes to the Annual Report for further detail on the Seventh Amendment and corresponding Credit Agreement. As of both March 31, 2022 and December 31, 2021, the Company had approximately $2,768 of letters of credit issued, respectively, of which none were drawn. Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 6), consisted of the following as of March 31, 2022 and December 31, 2021. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. March 31, 2022 December 31, 2021 Term Loan, matures August 2025 $ 43,386 $ 43,287 PIPE Convertible Notes (1) 77,371 77,047 Total debt 120,757 120,334 Less: current portion — — Long-term debt $ 120,757 $ 120,334 Aggregate maturities of long-term debt as of March 31, 2022 are as follows: March 31, 2022 2022 (remaining nine months) $ — 2023 — 2024 — 2025 43,386 2026 77,371 Total $ 120,757 (1) As discussed in Note 6, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders. | 6. DEBT In June 2020, the Company amended and extended the loan and security agreement (the “Credit Agreement”), originally dated previously amended in December 2017, January 2018, and March 2020. The June 2020 amendment, which was the Seventh Amendment to the Credit Agreement, granted the Company a term loan in the principal amount of $7,500,000 with a maturity date of December 22, 2022, of which $5,132,500 was immediately drawn. In July 2020, the Company drew down on the remaining $2,367,500 of principal in this most recent amendment, increasing the Company’s total borrowings to $7,500,000. The Seventh Amendment also reduced the available letters of credit from $11,000,000 to $4,000,000. As of December 31, 2020, the Company had issued $2,571,667 letters of credit, out of the $4,000,000 available. The Credit Agreement provided the bank a first perfected security interest in all of the Company’s assets with a negative pledge on intellectual property. As of December 31, 2020 and 2019, outstanding amounts drawn on the Credit Agreements accrued interest at a floating per annum rate equal to three and one-quarter of one percentage points (3.25%) above the Prime Rate for 2020 and 2019, respectively. In connection with the Credit Agreement and associated amendments, the Company had issued warrants to purchase (i) 15,107 shares of common stock at a price of $0.95 per share on June 24, 2015 (ii) 10,000 shares of common stock at a price of $2.33 per share on December 22, 2016, and (iii) 12,500 shares of common stock at a price of $3.04 per share on May 22, 2018. Refer to Note 12 for a discussion around the cashless exercise of these warrants upon consummation of the Business Combination. On August 4, 2021, the Company entered into a new term loan agreement (the “New Term Loan”). The New Term Loan will provide the Company with $45,000,000 at a floating per annum rate of LIBOR plus 8.5%, with a maturity date of August 4, 2025. Should LIBOR no longer be published, the agreement provides for an alternative benchmark rate (which may include Term SOFR). The agreement provides the lender with a first priority security interest in all of the Company’s assets and contains a certain number of financial covenants, which requires us to (i) maintain minimum unrestricted cash balance of $15,000,000, (ii) maintain minimum net Retail revenue based upon agreed quarterly targets; and (iii) maintain a Retail gross margin percentage of at least 8%. These net Retail revenue and Retail gross margin targets are tested quarterly on a trailing twelve-month basis. The agreement also includes other affirmative and negative covenants, which, among other things, restricts the Company’s ability to pay dividends or make any distributions, incur indebtedness, incur liens, and sell substantially all of its assets. The agreement also subjects the Company to certain reporting covenants. The Company is required to provide monthly, quarterly and annual financial statements, operating budget and metrics, and other financial information as requested. Also in connection with the New Term Loan, the Company issued 126,993 warrants to purchase price stock at an exercise price of $7.0871, which expire on August 4, 2031. A portion of the proceeds from the New Term Loan was first allocated to the warrants in an amount equal to the fair value of the warrants on the date of issuance and the remainder of the proceeds were allocated to debt. These warrants were cashless exercised immediately prior to the closing of the Business Combination and as a result, there were no warrants outstanding associated with the New Term Loan as of December 31, 2021. Refer to Note 11 for further details regarding the Company’s warrants. Further, on August 4, 2021, the Company repaid the outstanding principal balance of the Seventh Amendment of its Credit Agreement of $5,000,000 and recognized a loss on extinguishment of debt in the amount of $202,723. In connection with the loan repayment, the Company’s letter of credit was modified and the Company is now required to maintain cash collateral for the outstanding letters of credit. As a result, the cash collateral related to the outstanding letters of credit are segregated in restricted cash accounts as of the third quarter of 2021. As of December 31, 2021, the Company had approximately $2,767,471 Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 5), consisted of the following as of December 31, 2021 and 2020. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. December 31, 2021 2020 New Term loan, matures August 2025 $ 43,286,747 $ — 7th Amendment term loan, matures December 2022 — 7,500,000 PIPE Convertible Notes (1) 77,047,475 — Total debt $ 120,334,222 $ 7,500,000 Less: current portion — (3,750,000) Long-term debt $ 120,334,222 $ 3,750,000 Aggregate maturities of debt as of December 31, 2021 are as follows: 2022 $ — 2023 — 2024 — 2025 43,286,747 2026 77,047,475 Total $ 120,334,222 (1) As discussed in Note 5, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders . |
REVENUE RECOGNITION_2
REVENUE RECOGNITION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
REVENUE RECOGNITION | 8. REVENUE RECOGNITION As discussed in Note 1, the Company adopted ASC 606 as of January 1, 2019, using a modified retrospective approach. The Company elects to apply the practical expedient to forego the disclosure of revenue related to performance obligations that are part of a contract whose original expected duration is less than one year. This practical expedient applies to all revenue streams except revenue generated from the Company’s software license revenue, as the term of software is greater than one year. The related remaining performance obligations for software license revenue are discussed below. Retail Revenue — Merchandise Sales — Subscription Sales — amount. The duration of the membership is generally 12 months. Because the Company has the obligation to provide access to its website for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership. The Company’s deferred revenue related to membership fees was $671 and $752 as of March 31, 2022 and December 31, 2021, respectively. Outbound delivery fees — Marketing fees — Returns and Refunds — Tax Collected — Software & Services Revenue — Software License Revenue — For software license, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1,043 as of March 31, 2022 for maintenance fees for the remainder of the initial contract term of five years. The Company recognized $1,668 and $60 in implementation and maintenance fees during the first quarter of 2022, respectively, and expects to recognize approximately $240 in maintenance fees, respectively, over the next 12 months. Contract Assets and Liabilities The difference in the opening and closing balances of the Company’s contract assets (unbilled receivables) and contract liabilities (deferred revenue) results from the timing differences between the Company’s performance and the customer’s payment. The Company fulfills its obligations under contracts with customers by transferring goods and services in exchange for consideration from the customer. The Company recognizes a contract asset when it transfers products or services to a customer for which the billings occur in a future period. As of March 31, 2022, the Company recognized contract assets (unbilled receivables) related to its software licensing agreement under its Software & Services segment. The Company recognizes a contract liability when consideration is received from customers in advance of revenue recognition as described within the revenue streams above. March 31, December 2022 31, 2021 Contract assets (unbilled receivables) $ 11,044 $ 8,891 Contract liabilities (deferred revenue) $ 1,904 $ 2,020 The unbilled receivables and deferred revenue for the Company’s Software & Services segment are presented net at the contract level. The remaining deferred revenue that is presented separately on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2022 is related to the Company’s Retail segment. The increase in unbilled receivables as of March 31, 2022 is driven by the recognition of the remaining deferred revenue related to AEON’s implementation, which previously offset a portion of the unbilled receivables. The unbilled receivables balance is attributable to the satisfaction of certain performance obligations for which billings were not yet invoiced as of March 31, 2022, partially offset by an increase in new billings for other certain performance obligations that were not yet satisfied. Revenue Disaggregation The Company had total revenue of $46,626 and $40,858 for the three months ended March 31, 2022 and 2021, respectively. The Company manages and reports operating results through two reportable segments defined by our products and services: Retail and Software & Services. The Company’s Retail operations represent the majority of its consolidated total revenues. The following table summarizes the Company’s net revenue disaggregated by sales channel: Three Months Ended March 31, 2022 2021 Direct Sales (1) $ 39,823 $ 36,273 Channel Sales (2) $ 4,573 $ 3,602 Software & Services (3) $ 2,250 $ 982 (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements. | 7. REVENUE RECOGNITION As discussed in Note 1, the Company adopted ASC 606 as of January 1, 2019, using a modified retrospective approach. The Company elects to apply the practical expedient to forego the disclosure of revenue related to performance obligations that are part of a contract whose original expected duration is less than one year. This practical expedient applies to all revenue streams except revenue generated from the Company’s software license revenue, as the term of software is greater than one year. The related remaining performance obligations for software license revenue are discussed below. (a) Retail Revenue Merchandise Sales Subscription Sales Outbound delivery fees Marketing fees Returns and Refunds Tax Collected (b) Software & Services Revenue Software License Revenue based royalty exception; training revenue is recognized when the training is delivered to the customer without regard to a detailed evaluation of the point in time criteria due to the short-term nature of the training services (completed within the same quarterly reporting period); and maintenance and support revenue is recognized over time on a straight-line basis over the contract period. For contracts with multiple performance obligations, we allocate the contract price to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices using a cost plus a margin approach. The total transaction price for the Company’s current contract related to software license revenue includes fixed and variable consideration. For software license, revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1,667,755 and $1,103,226 as of December 31, 2021 2021 (c) Contract Assets and Liabilities The difference in the opening and closing balances of the Company’s contract assets (unbilled receivables) and contract liabilities (deferred revenue) results from the timing differences between the Company’s performance and the customer’s payment. The Company fulfills its obligations under contracts with customers by transferring goods and services in exchange for consideration from the customer. The Company recognizes a contract asset when it transfers products or services to a customer for which the billings occur in a future period. As of December 31, 2021, the Company recognized contract assets (unbilled receivables) related to its software licensing agreement under its Software & Services segment. The Company recognizes a contract liability when consideration is received from customers in advance of revenue recognition as described within the revenue streams above. December 31, 2021 2020 Contract assets (unbilled receivables) $ 8,890,888 $ — Contract liabilities (deferred revenue) $ 2,020,351 $ 2,435,909 The unbilled receivables and deferred revenue for the Company’s Software & Services segment are presented net at the contract level. The remaining deferred revenue that is presented separately on the Company’s Consolidated Balance Sheets as of December 31, 2021 is related to the Company’s Retail segment. The increase in unbilled receivables as of December 31, 2021 is driven by the Company’s first software licensing agreement, signed in the first quarter of 2021. The unbilled receivables balance is attributable to the satisfaction of certain performance obligations for which billings were not yet invoiced as of December 31, 2021, partially offset by an increase in new billings for other certain performance obligations that were not yet satisfied. (d) Revenue Disaggregation The Company had total revenue of $177,266,677, $187,173,834, and $173,992,897 for the years ended December 31, 2021, 2020, and 2019, respectively. The Company manages and reports operating results through two reportable segments defined by our products and services: Retail and Software & Services. The Company’s Retail operations represent the majority of its consolidated total revenues. The following table summarizes the Company’s percentage of net Retail revenue disaggregated by sales channel: Years Ended December 31, 2021 2020 2019 Direct Sales (1) $ 139,647,865 $ 176,836,569 $ 143,749,787 Channel Sales (2) $ 17,341,244 $ 10,337,265 $ 30,243,110 Software & Services (3) $ 20,277,568 $ — $ — (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements . |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | 9. INCOME TAXES The Company has an effective tax rate of 0.00% and 0.00% for the three months ended March 31, 2022 and 2021, respectively. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The Company has applied ASC 740, Income Taxes | 8. INCOME TAXES Income Taxes December 31, 2021 2020 2019 Domestic $ (69,222,605) $ (34,436,576) $ (65,402,000) Foreign — — — Loss before income taxes $ (69,222,605) $ (34,436,576) $ (65,402,000) Total income taxes allocated to operations for the years ended December 31, 2021, 2020, and 2019 were as follows: 2021 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2020 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2019 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — Tax Rate Reconciliation December 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Permanent items (4.74) (2.74) (0.02) State taxes (net of federal benefit) 0.07 0.00 0.00 Deferred rate change 0.00 — (0.02) Valuation allowance (15.79) (17.28) (20.28) Stock-based compensation (0.54) (0.98) (0.68) Total provision and effective tax rate 0.00 % 0.00 % 0.00 % The difference between income taxes at the U.S. federal statutory income tax rate of 21% and the amounts reported relate primarily to pre-tax losses for which no tax benefit has been provided as we could not conclude that such amounts would be realized in the future. On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. The CARES Act makes changes to the U.S. tax code, including, but not limited to: (1) modifications to the business interest deduction limitation for tax years 2019 and 2020; (2) a technical correction of the recovery period of qualified improvement property from 39 to 15 years; (3) a repeal of the 80% taxable income limitation on the deduction of net operating losses (“NOLs”) for tax years beginning before January 1, 2021 as well as a five-year carryback period allowed for NOLs generated in tax years beginning after December 31, 2017 and before January 1, 2021; and (4) deferral of payment of the employer share of Social Security payroll taxes the Company would otherwise be responsible for paying in 2020. Fifty percent of the deferred payroll taxes are due on December 31, 2021, and the remaining amounts are due on December 31, 2022. Under ASC 740, the effects of new legislation would need to be recognized in the period of enactment. Therefore, the effects of the CARES Act would need to be accounted for in the year ended December 31, 2020. The Company elected to defer $834,430 of Social Security payroll taxes under the CARES Act and paid fifty percent of the amount deferred during the year ended December 31, 2021. The Company evaluated the other provisions of the CARES Act and determined there was no material impact for the year ended December 31, 2021. On December 21, 2020, Congress passed the Consolidated Appropriations Act, 2021. The act includes the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the COVID-related Tax Relief Act of 2020, both of which extend many credits and other COVID-19 relief, among other extenders. The Consolidated Appropriations Act is retroactively applied to the original date of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Like the CARES Act, under ASC 740, the effects of new legislation would need to be recognized in the period of enactment. Therefore, the effects of the Consolidated Appropriations Act would need to be accounted for in the year ended December 31, 2020. The Company evaluated the provisions of the Consolidated Appropriations Act and determined that there was no material impact for the year ended December 31, 2020. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of U.S. GAAP without compromising information provided to users of financial statements. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. It is effective for interim and annual periods beginning after December 15, 2020 for public companies, with early adoption permitted. There is no material impact to the Company. Components of Deferred Taxes December 31, 2021 2020 Deferred tax assets: Allowance for doubtful accounts $ 23,161 $ 49,815 Accrued expenses 204,937 220,548 Inventory 101,093 116,354 Deferred rent 109,261 151,089 Lease liability 43,254 62,499 Warrants — 463,701 Stock-based compensation 683,139 202,722 Charitable contributions 564,974 460,274 Net operating losses 82,617,414 71,553,413 Payroll tax deferral 101,126 202,385 Disallowed interest expense 853,857 216,444 Transaction costs 1,528,027 — Total deferred tax assets 86,830,243 73,699,244 Less: valuation allowance (85,757,888) (72,057,082) Net deferred tax assets $ 1,072,355 $ 1,642,162 Deferred tax liabilities: Intangible assets $ (649,050) $ (839,927) Property and equipment (423,305) (802,235) Total deferred tax liabilities $ (1,072,355) $ (1,642,162) Net deferred tax assets/liabilities $ — $ — Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Given the cumulative losses in recent years, a full valuation allowance has been established as of December 31, 2021 and 2020, and no deferred tax assets and related tax benefit have been recognized in the accompanying financial statements. The valuation allowance increased $13,700,805 and $6,796,688 from the full valuation allowances that were recorded as of December 31, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the Company had approximately $345,369,901 and $299,375,124 of federal net operating losses. Approximately $161,064,722 of the federal net operating losses will expire at various dates beginning in 2033 through 2040 if not utilized, while the remaining amount will have an indefinite life. As of December 31, 2021 and 2020, the Company had approximately $184,664,686 and $158,533,956 of state net operating losses. Some state net operating losses may follow the Tax Cut and Jobs Act and are indefinite life while most are definite life with various expiration dates beginning in 2034 through 2040. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization. Consistent with the provisions of ASC 740, Income Taxes The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2021, 2020 and 2019: December 31, 2021 2020 2019 Beginning balance $ 1,348,904 $ 1,348,904 $ 1,372,064 Increases based on tax positions during the current period — — 301,847 (Decreases) based on tax positions during the current period — — (325,007) Ending balance $ 1,348,904 $ 1,348,904 $ 1,348,904 The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate would be $0 for the years ended December 31, 2021 and 2020. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of tax expense. The Company has not accrued any interest or penalties related to unrecognized tax benefits as of December 31, 2021 or 2020. Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company files U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examination due to the carryover of unused net operating losses and tax credits. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES Sales or Other Similar Taxes — Legal Proceedings — On February 8, 2022, a putative stockholder of the Company filed a complaint in the Delaware Chancery Court alleging that he is entitled to attorney’s fees and expenses in connection with a demand he made on the Company regarding the ability of Seven Oaks Class A common stockholders to vote on certain charter amendments in connection with the Business Combination, which closed on December 8, 2021. The stockholder has not specified the amount of attorneys’ fees and expenses sought. The Company’s response to the complaint was filed on May 2, 2022. As of March 31, 2022, no estimate of reasonably possible losses was available due to the early stage of this matter and the uncertainty inherent in litigation and investigations. Service Agreements — On June 13, 2021, the Company executed a Master Subscription Agreement with Palantir Technologies Inc. (“Palantir”) under which it will pay $20,000 over five years for access to Palantir’s Foundry software platform and related services for advanced data management and analytics to be used for the Company’s strategic initiatives. In exchange for this agreement, Palantir agreed to purchase, and the Company agreed to sell to Palantir, an aggregate of 2,000,000 shares of Seven Oaks Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $20,000, in connection with the PIPE Investment. On December 8, 2021, upon the Closing (as discussed in Notes 1 and 2), $15,000 of the $20,000 was due to Palantir, pursuant to the terms of the Master Subscription Agreement, thirty days after Closing. As of March 31, 2022, the initial $15,000 was fully paid to Palantir. Also upon the Closing, each share of Seven Oaks Class A common stock was reclassified into one share of New Boxed common stock. The Company received access to Palantir’s Foundry software platform on June 25, 2021; however; no software expense was recognized until after the consummation of the Business Combination as the Company could cancel the agreement if the Business Combination was not consummated. On December 1, 2021, the Company entered into an addendum to a prior service agreement with Google LLC for access to the Google Cloud Platform. The addendum includes three commitment periods, with the first commitment period beginning on the implementation date and lasting 12 months and the next two commitment periods beginning at the end of the preceding period and lasting 12 months each. The minimum commitments for the first, second, and third commitment periods are $2,000, $4,500, and $8,500, respectively. Any fees the Company incurs in a single commitment period (other than the final commitment period) that in total exceed the minimum commitment for such period will apply towards the Company’s minimum commitment for the following commitment period. As of March 31, 2022, the total remaining commitment, gross of discounts, was approximately $14,360, with a minimum of approximately $2,800 due within the next 12 months. | 9. COMMITMENTS AND CONTINGENCIES Operating Leases Year Lease Obligation 2022 $ 4,478,016 2023 2,919,511 2024 1,742,148 2025 1,768,962 2026 1,710,581 Thereafter 2,921,321 Total $ 15,540,539 The Company expensed $3,323,677, $3,202,308, and $3,004,423 in rent related to leases in effect during the years ended December 31, 2021, 2020, and 2019, respectively, which is included in selling, general, and administrative expense in the accompanying Consolidated Statements of Operations. Sales or Other Similar Taxes — Legal Proceedings On February 8, 2022, a putative stockholder of the Company filed a complaint in the Delaware Chancery Court alleging that he is entitled to attorney’s fees and expenses in connection with a demand he made on the Company regarding the ability of Seven Oaks Class A common stockholders to vote on certain charter amendments in connection with the Business Combination, which closed on December 8, 2021. The stockholder has not specified the amount of attorneys’ fees and expenses sought. The Company’s response to the complaint is due on March 23, 2022. Given the early stage of this matter and the uncertainty inherent in litigation and investigations, the Company does not believe it is possible to develop estimates of reasonably possible losses (or a range of possible losses) for this matter. Service Agreements — On June 13, 2021, the Company executed a Master Subscription Agreement with Palantir Technologies Inc. (“Palantir”) under which it will pay $20,000,000 over five years for access to Palantir’s Foundry software platform and related services for advanced data management and analytics to be used for the Company’s strategic initiatives. In exchange for this agreement, Palantir agreed to purchase, and the Company agreed to sell to Palantir, an aggregate of 2,000,000 shares of Seven Oaks Class A common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $20,000,000, in connection with the PIPE Investment. On December 8, 2021, upon the Closing (as discussed in Note 1), $15,000,000 of the $20,000,000 was due to Palantir, pursuant to the terms of the Master Subscription Agreement, thirty days after Closing. As of December 31, 2021, $4,000,000 was prepaid to Palantir, with the remainder paid in January of 2022. Also upon the Closing, each share of Seven Oaks Class A common stock was reclassified into one share of New Boxed common stock. The Company received access to Palantir’s Foundry software platform on June 25, 2021; however; no software expense was recognized until after the consummation of the Business Combination as the Company could cancel the agreement if the Business Combination was not consummated. On December 1, 2021, the Company entered into an addendum to a prior service agreement with Google LLC for access to the Google Cloud Platform. The addendum includes three commitment periods, with the first commitment period beginning on the implementation date and lasting 12 months and the next two commitment periods beginning at the end of the preceding period and lasting 12 months each. The minimum commitments for the first, second, and third commitment periods are $2,000,000, $4,500,000, and $8,500,000, respectively. Any fees the Company incurs in a single commitment period (other than the final commitment period) that in total exceed the minimum commitment for such period will apply towards the Company’s minimum commitment for the following commitment period. The implementation date was December 31, 2021. As of December 31, 2021, the total remaining commitment was $15,000,000, with a minimum of $2,000,000 due within the next 12 months. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 10. ACQUISITIONS On December 9, 2021, the Company completed an acquisition of substantially all of the assets and operations of MaxDelivery, LLC (“MaxDelivery”), an on-demand grocery delivery business in New York City. Consideration for the MaxDelivery acquisition consisted of $4,000,000 in cash consideration, $3,000,000 in equity consideration, and future potential earnout, or contingent consideration, as listed in the table below. Operating results for this acquisition have been included in the Company’s Consolidated Statements of Operations from the date of acquisition and are reflected within the Retail segment. The acquisition was accounted for as a business combination under the acquisition method in accordance with guidance found in ASC 805, Business Combinations The Company recorded a contingent consideration liability of $1,711,000 as of the acquisition date, representing the estimated fair value of the contingent payable to former shareholders. The fair value of the contingent consideration was determined using a Monte-Carlo Simulation (Level 3) pricing model. The value of the contingent consideration is included within earnout liability in the Company’s Consolidated Balance Sheets. We are currently completing fair value assessments with the assistance of third-party valuation specialists and thus the Company’s estimates and assumptions for the allocation of the purchase price to the assets acquired and liabilities assumed are subject to change during the measurement period (up to one year from the acquisition date). Preliminary allocations of the purchase price to acquired assets, including goodwill and intangible assets, are presented in the table below: Allocation as of December 31, 2021 Cash consideration $ 4,000,000 Equity consideration 3,000,000 Contingent consideration 1,711,000 Total purchase price consideration $ 8,711,000 Assets and liabilities assumed: Accounts receivable $ 78,980 Other current assets 186,162 Fixed assets 385,243 Intangible assets (1) 1,350,000 Goodwill 7,443,569 Total acquired assets 9,443,954 Accounts payable (585,702) Other current liabilities (147,252) Total allocation of purchase price consideration $ 8,711,000 (1) The fair value of the identifiable intangible assets includes $800,000 for customer relationships and $550,000 for trademarks and technology. The fair values of these intangible assets acquired were determined using various valuation methods under income approach, including the (i) multiple-period excess earnings method (ii) relief-from-royalty method and (iii) cost replacement method, respectively. The Company recognized transaction costs related to the acquisition of $92,322 for the year ended December 31, 2021. These costs were associated with legal and professional services related to the acquisition and are recognized within selling, general, and administrative expense in the Company’s Consolidated Statement of Operations. The following unaudited pro forma financial information presents the combined result of operations as if the acquisition of MaxDelivery had occurred on January 1, 2020. These unaudited pro forma results do not necessarily reflect the actual results of operations that would have been achieved had the acquisition occurred on that date, nor are they necessarily indicative of future results of operations. December 31, 2021 2020 Pro forma net revenue $ 189,283,099 $ 202,341,157 Pro forma net loss $ (69,103,687) $ (34,429,058) There were no material nonrecurring items directly attributable to the acquisition requiring adjustment to the unaudited pro forma amounts above. |
FORWARD PURCHASE AGREEMENT
FORWARD PURCHASE AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
FORWARD PURCHASE AGREEMENT | 12. FORWARD PURCHASE TRANSACTION As discussed in Note 2, prior to the Closing, on November 28, 2021, Seven Oaks entered into a Forward Purchase Agreement with ACM for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock in exchange for the Prepayment Amount of $65,062, which was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in a deposit account for the benefit of ACM until the Valuation Date. There are a few scenarios in which the Forward Purchase Agreement can be settled either before or on the Valuation Date: i. ii. iii. As of March 31, 2022, ACM has sold 734,702 shares, for which the Company received net proceeds of $6,878. Of this amount, 233,593 was sold during the three months ended March 31, 2022 for net proceeds of $1,866. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to all of the remaining Prepayment Amount. In accordance with ASC 815, Derivatives and Hedging | 11. FORWARD PURCHASE AGREEMENT As discussed in Note 1, prior to the Closing, on November 28, 2021, Seven Oaks entered into a Forward Purchase Agreement with ACM for a Forward Purchase Transaction. Pursuant to the terms of the Forward Purchase Agreement, ACM purchased approximately 6,504,768 shares of Seven Oaks’ Class A common stock in exchange for the Prepayment Amount of $65,062,414, which was paid out of the funds received by the Company from Seven Oaks’ trust account and will be held in a deposit account for the benefit of ACM until the Valuation Date. There are a few scenarios in which the Forward Purchase Agreement can be settled either before or on the Valuation Date: (i) At any time prior to the Valuation Date, ACM may elect an optional early termination to sell some or all of the Forward Purchase shares in the open market. If ACM sells any shares prior to the Valuation Date, a pro-rata portion of the Prepayment Amount will be released from the deposit account and paid to the Company. ACM shall retain any proceeds from the sale of such shares in excess of such pro-rata portion paid to the Company. For example, if ACM chooses to exercise its right to an optional early termination and sells the common stock for $7.00 per share, it will be required to return $10.00 per share, plus accrued interest, back to the Company in cash from the deposit account. Similarly, if ACM sells its shares at $12.00 per share, it will be required to return $10.00 per share, plus accrued interest, back to the Company. (ii) On the Valuation Date, if any shares subject to the Forward Purchase Agreement remain unsold and there is a remaining balance in the deposit account corresponding to the unsold shares, the settlement amount of the remaining funds in the deposit account will be allocated based on the difference between ACM’s purchase price of $10.00 and the trading price of the shares over a specified valuation period, the length of which is based on the daily trading volume of the shares. Assuming the shares are trading above $10.00 , the Company will receive the entire remaining Prepayment Amount held in the deposit account, less any applicable fees. To the extent there is any shortfall between ACM’s purchase price of approximately $10.00 (adjusted for accrued interest) and the trading price, there will be a proportionate reduction in the cash from the deposit account that the Company will receive. (iii) If the volume weighted average share price (“VWAP”) of the shares falls below $5.00 per share for 20 out of any 30 consecutive trading days (a “VWAP Trigger Event”), then ACM may elect to accelerate the Valuation Date to the date of such VWAP Trigger Event. If ACM elects to accelerate the Valuation Date, the settlement amount returned to the Company would be approximately equal to the VWAP of the shares on such date of the Trigger Event, net of $0.20 per share in fees. As of December 31, 2021, ACM has sold 501,109 shares, for which the Company received gross proceeds of $5,012,225. Depending on the manner in which the Forward Purchase Transaction is settled, the Company may never have access to all of the remaining Prepayment Amount. In accordance with ASC 815, Derivatives and Hedging |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | 12. WARRANTS Common Stock Warrants In addition, immediately prior to Closing, these warrants were marked-to-market, creating a $132,672 fair value adjustment recorded in the Consolidated Statement of Operations. Prior to the Business Combination, these warrants were classified as liabilities and any corresponding changes to the fair value of the warrants were recognized in earnings on the Company’s Consolidated Statements of Operations in each subsequent period. The estimated fair value of these common stock warrants as of December 31, 2020 and 2019 was determined using Level 3 inputs and assumptions within the Black-Scholes pricing model. The Company used the following methods to determine its underlying assumptions: expected volatilities were based upon an analysis of the historical volatility of guideline public companies and factors specific to the Company; the expected term was based on the estimated timing until a liquidity event given that the warrants would automatically exercise upon an acquisition; the risk-free interest rate was based on the average of the observed yield of three-year and five-year U.S. Treasury securities; and the expected dividend yield was based on the expected annual dividend. The key assumptions used in the Black-Scholes model were as follows: 2020 2019 Expected volatility 57.0 % 55.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 1.7 % 1.7 % Expected dividend yield 0.0 % 0.0 % The accrued value of these warrants as of December 31, 2020 and 2019 was $49,863 and $59,624, respectively. There were 37,607 warrants to purchase common stock outstanding as of December 31, 2020 and 2019. Series E-1 Preferred Warrants In addition, immediately prior to Closing, these warrants were marked-to-market, creating a $52,183 fair value adjustment that is recorded in the Company’s Consolidated Statements of Operations. Series C-1 Preferred Warrants Prior to the consummation of the Business Combination, and in accordance with ASC 480, Distinguishing Liabilities 2020 2019 Expected volatility 60.0 % 45.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 0.1 % 1.6 % There were 88,361 warrants to purchase Series C-1 preferred stock outstanding as of December 31, 2020 and 2019. The accrued value of these warrants as of December 31, 2020 and 2019 was $153,748 and $87,477, respectively. As a result of the change in fair value of these warrants as of December 31, 2020 and 2019, $(66,271) and $13,254 were recorded in other income (expense), net, respectively, in the Consolidated Statements of Operations. Series C-3 Preferred Warrants Under the initial terms of these warrants, the number of exercisable shares was dependent upon performance conditions. The warrant was exercisable upon vesting through completion of marketing milestones. In accordance with ASC 480, the fair value of these warrants were classified as a liability on the Company’s Consolidated Balance Sheets as the warrant terms included a conditional redemption feature through which the holders may participate in a deemed liquidation event when holders of common stock may not. Therefore, as the performance conditions are met, the warrants were recorded as a liability in the Consolidated Balance Sheets and as marketing expense in the Consolidated Statements of Operations. Corresponding changes to the fair value of the warrants were recognized in earnings on the Company’s Consolidated Statements of Operations in each subsequent period. All milestones related to the warrants were met in 2016 and 2017 and all the warrants were fully vested. At the end of each reporting period, until expiry, the Company used an option pricing model to estimate and report the fair value of the Series C-3 preferred warrants. The following table presents the quantitative inputs, which are classified in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: 2020 2019 Expected volatility 60.0 % 45.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 0.1 % 1.6 % There were 1,102,752 warrants outstanding to purchase Series C-3 preferred shares as of December 31, 2020 and 2019, respectively. The accrued value of these warrants as of December 31, 2020 and 2019 was $1,918,788 and $1,091,724, respectively. As a result of the change in fair value of these warrants as of December 31, 2020 and 2019, $(827,064) and $165,413 were recorded in other income (expense), net, respectively, in the Consolidated Statements of Operations. Public and Private Warrants The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging |
STOCKHOLDERS' DEFICIT AND MEZZA
STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY | 13. STOCKHOLDERS’ DEFICIT AND MEZZANINE EQUITY Common Stock Preferred Stock As of December 31, 2020, preferred stock consisted of the following: Shares Shares Issued Issuance Price Carrying Liquidation Authorized and Outstanding Per Share Value (1) Preference Series A-1 4,168,647 4,168,647 $ 1.56 $ 6,490,026 $ 6,489,982 Series A-2 1,893,035 1,893,035 0.58 1,090,840 1,090,820 Series A-3 541,863 541,863 0.83 442,374 442,367 Series B-1 4,870,769 4,870,769 4.72 22,984,122 22,984,071 Series B-2 533,930 533,930 3.78 2,015,647 2,015,641 Series C-1 10,085,422 10,001,485 11.46 114,562,977 114,587,113 Series C-2 982,272 982,272 9.18 9,003,134 9,003,124 Series C-3 1,607,161 559,764 11.46 7,066,283 6,412,106 Series D-1 8,894,451 8,894,451 11.51 97,926,084 102,340,201 Series D-2 2,094,931 2,094,931 10.37 21,694,134 21,694,112 Series E-1 4,020,556 4,020,556 7.47 33,707,750 30,000,000 Series E-2 1,694,223 1,694,223 4.86 8,217,388 8,217,284 41,387,260 40,255,926 $ 325,200,758 (1) Amounts are net of issuance costs and changes in the redemption value of the Series C-3 preferred stock. Series C-3 Preferred Stock When the preferred stock was considered either currently redeemable or probable of becoming redeemable, the Company had selected a policy of making the determination that the redemption value is equal to the fair value of the preferred stock. As the Series C-3 preferred stock was considered probable of becoming redeemable, the Company had remeasured the value of these shares as of each reporting period date. When preferred stock was not considered either currently redeemable or probable of becoming redeemable, the Company did not remeasure these shares until which point the contingency is probable of occurring. The significant terms of each series of the preferred stock were as follows: i. Dividends — The Company may not declare, pay or set aside dividends on its common stock (other than dividends on shares of common stock payable in shares of common stock) unless (in addition to obtaining any consents required) the holders of preferred stock first receive, or simultaneously receive, a dividend at a rate of 6% of the original issue price per share, as adjusted for stock dividends, stock splits, combinations, or other recapitalization. The Board of Directors of the Company was under no obligation to declare dividends, and no rights accrue to the holders of the preferred stock if dividends are not declared or paid in any calendar year, and any dividends paid are non-cumulative. If the Company declared, paid or set aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of preferred stock would have been calculated based on the dividend on the class or series of capital stock that would result in the largest dividend amount on the preferred stock. No dividends have been declared or paid as of December 31, 2020. ii. Liquidation Preference — Upon Liquidation (defined below), the holders of preferred stock were entitled to be paid out of the assets of the Company that are available for distribution to its stockholders, before any payment was made to the holders of common stock , an amount per share equal to the greater of (1) the original issue price, plus any declared and unpaid dividends, or (2) such amount per share as would have been payable had all shares of preferred stock been converted into common stock immediately prior to Liquidation. If upon such Liquidation, the assets of the Company available for distribution to its stockholders were insufficient to pay the holders of shares of preferred stock the full amount to which they are entitled, the holders of shares of preferred stock would have shared ratably in the distribution of assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares of preferred stock were paid in full. After the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining assets of the Company available for distribution to its stockholders would have been distributed pro rata among the holders of shares of common stock. “Liquidation” is defined as “any voluntary or involuntary liquidation, dissolution, or winding up of the Company, or a Deemed Liquidation Event.” A “Deemed Liquidation Event” is defined to include (1) a merger or consolidation involving the Company (other than one for which the holders of voting securities of the Company continue to maintain a majority of voting power after the transaction), and (2) a sale, lease, transfer, exclusive license or other disposition, of all or substantially all of the assets of the Company. A merger or consolidation of the Company would include a change in control for less than 100% of the equity of the Company. iii. Conversion — Each share of preferred stock (other than shares of Series C-3 preferred stock) was convertible at any time at the option of the holder to common stock at a rate determined by dividing the original issuance price for such series of preferred stock by the conversion price for such series of preferred stock. The “conversion price” is defined as the original issuance price of the preferred stock and is adjusted for stock splits and other subdivisions of common stock, reorganizations, and other dilutive issuances, excluding the issuance of common stock pursuant to the Company’s 2013 stock incentive plan, warrants outstanding at the time of issuance of the preferred stock, and various other exclusions. Each share of preferred stock would be automatically converted into shares of common stock at the then effective conversion price upon the affirmative vote of an investor majority or upon an initial public offering (“IPO”) resulting in at least $50.0 million of gross proceeds. iv. Redemption — Although the Series C-3 preferred stock did not have the conversion feature noted above, if all other holders of preferred stock elect to convert their shares pursuant to this conversion feature, the Series C-3 preferred stockholder would have the option to redeem these shares for cash or common stock based on the fair value of the Series C-3 preferred stock, which would have been made at the shareholder’s election. v. Voting Rights — The holders of preferred stock and common stock voted together as a single class with the holders of preferred stock voting on an as-converted basis. The preferred stock also contained certain protective provisions whereby holders of the preferred stock voted on a class basis. vi. Board — The Board of Directors shall have eight members. The holders of the Series B had the right to select one director, the holders of Series C, with the exception of the holders of Series C-3, had the right to select one director, holders of the Series D-1 had the right to select two directors, and the holders of record of the shares of common stock were entitled to elect four directors. vii. Protective Provisions — At any time when shares of preferred stock were outstanding, the Company did not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of preferred stock, consenting or voting together as a single class on an as-converted basis: i. Create any additional class or series of capital stock or security convertible into or exercisable into any additional class or series of capital stock, unless the same ranks junior to the Series A, Series B, Series C, Series D, and Series E preferred stock. ii. Amend the Certificate of Incorporation or By-laws in a manner that is adverse to the preferred stock. iii. Repurchase the Company’s capital stock (except for the repurchase of shares of stock held by employees, consultants, directors, or advisors upon termination of the employment or services). iv. Increase or decrease the authorized directors. v. Liquidate, dissolve or wind-up the business and affairs of the Corporation. vi. Acquire all or a controlling interest in another entity. vii. Pay or declare dividends on any shares of capital stock (other than a dividend on the then outstanding shares of common stock payable solely in shares of common stock). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION Equity Incentive Plan In December 2021, the Board of Directors adopted the Company’s 2021 Incentive Award Plan (the “2021 Plan”), upon consummation of the Business Combination. No new awards will be issued under the 2013 Plan following the approval of the 2021 Plan. Under the 2021 Plan, the Company has the ability to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, and restricted stock units to selected employees, officers, directors and consultants of the Company as an incentive to such persons. The Company has initially reserved 10,024,848 shares of common stock for issuance to officers, directors, employees, and consultants of the Company pursuant to the 2021 Plan. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. Of such reserved shares of common stock, as of December 31, 2021, 1,280,000 restricted stock units have been granted and are currently outstanding, leaving 8,744,848 shares of common stock remain available for issuance pursuant to the 2021 Plan. Stock Options The following is a summary of stock options activity during the years ended December 31, 2021, 2020, and 2019: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life Outstanding as of December 31, 2018 4,331,494 $ 2.43 7.59 Granted 4,342,214 3.37 Exercised (105,867) 1.23 Forfeited (960,475) Outstanding as of December 31, 2019 7,607,366 $ 2.94 8.17 Granted 1,172,294 3.16 Exercised (52,435) 1.07 Forfeited (2,520,076) Outstanding as of December 31, 2020 6,207,149 $ 3.13 7.30 Granted 1,307,713 4.93 Exercised (351,462) 2.14 Forfeited (1,330,881) Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Vested and expected to vest as of December 31, 2021 5,832,519 $ 3.30 5.62 Exercisable as of December 31, 2021 3,872,121 $ 1.35 4.63 Stock-based compensation expense related to stock options was $2,492,533, $1,956,009, and $2,286,349 for the years ended December 31, 2021, 2020, and 2019, respectively. All stock-based compensation is recorded within selling, general and administrative expense on the Consolidated Statements of Operations. Incremental expense associated with the modification of stock options for certain key employees who left the Company during the year ended December 31, 2021 was $356,937. The following key assumptions were used in the Black-Scholes-Merton valuation model for the value stock option grants: 2021 2020 2019 Expected volatility 58.0 % 51.8 % 47.4 % Expected term (in years) 4.41 5.99 5.90 Risk-free interest rate 0.8 % 0.3 % 1.8 % Expected dividend yield 0.0 % 0.0 % 0.0 % The weighted-average grant date fair value of the options granted during the years ended December 31, 2021, 2020, and 2019 was $3.59, $1.44, and $1.49, respectively. As of December 31, 2021, 2020, and 2019, total unrecognized compensation costs related to unvested stock options was approximately $3,994,756, $3,490,761, and $6,321,143, respectively. These costs are expected to be recognized over a weighted-average period of 1.09 years, 1.28 years, and 1.39 years, respectively. The aggregate intrinsic value of options exercised during 2021, 2020, and 2019 was $4,054,823, $109,880, and $277,155, respectively. The total fair value of stock options vested during the years and 2021, 2020, and 2019 was $1,414,334, $2,558,269, and $1,581,077, respectively. Restricted Stock Awards — Restricted Stock Units As of December 31, 2021, 510,000 time-based RSUs and 770,000 share-price target RSUs have been granted, respectively, to two executive officers. The time-based RSUs will vest annually over the three-year LTIP period, subject to the executives’ continued service at each vesting date. The share-price target RSUs are subject to vesting based on the achievement of certain share price hurdles over the LTIP period. For the time-based RSUs, the stock-based compensation expense will be recognized evenly over the three-year LTIP period, with $119,941 being recognized in December 2021. A valuation to determine the fair values for the share-price target RSUs was performed using a Monte-Carlo Simulation, which includes the probability of reaching the share price hurdles in determining the fair value of the award. Total stock-based compensation to be recognized for these share-price target RSUs is based on a derived service period, calculated by the model. Total stock-based compensation expense related to these awards recognized for the year ended December 31, 2021 was $1,035,944. As of December 31, 2021, total unrecognized compensation costs related to unvested time-based RSUs and share-price target RSUs was approximately $5,964,359 and $4,732,496, respectively, which is expected to be recognized over a weighted-average period of 2.94 years and 0.90 years, respectively. No RSUs have vested as of December 31, 2021. To date, the Company has not yet granted RSUs which vest based on the achievement of certain gross profit targets. Employee Stock Purchase Plan the immediately preceding calendar year and (b) such smaller number of shares as is determined by the Board. As of December 31, 2021, there have been no issuances under the ESPP. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | 14. FAIR VALUE MEASUREMENTS The table below presents information regarding financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy reflecting the valuation techniques utilized to determine fair value. Fair Value Hierarchy March 31, 2022 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 69,935 $ — $ — Assets – restricted cash 2,768 — — Total Assets $ 72,703 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 17,609 Earnout liability — — 20,145 Public Warrants 13,841 — — Private Warrants — 5,979 — Total Liabilities $ 13,841 $ 5,979 $ 37,754 December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027 $ — $ — Assets – restricted cash 2,767 — — Total assets $ 107,795 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,203 Earnout liability — — 27,134 Common stock warrants 15,396 — — Preferred stock warrants — 6,649 — Total liabilities $ 15,396 $ 6,649 $ 31,337 Forward purchase option Level 3 Rollforward derivative Earnout liability Beginning balances $ 4,203 $ 27,134 Additions — — Changes in fair value 13,406 (6,989) Ending balances $ 17,609 $ 20,145 The Company’s Level 3 financial liabilities include the forward purchase option derivative and earnout liability, which is comprised of (i) the contingent consideration related to the MaxDelivery acquisition (See Note 1) and (ii) the Sponsor Earnout Shares (See Note 2). The fair value of each instrument was estimated using a Monte-Carlo Simulation. The Company measures the fair value at each reporting period, with subsequent revisions to be recorded in the Condensed Consolidated Statement of Operations. Refer to Application of Critical Accounting Policies and Estimates within the Company’s Annual Report on Form 10-K for further detail on the valuations. There were no transfers between levels during the reporting periods. All significant Level 3 fair value hierarchy were recorded during the periods ended March 31, 2022 and December 31, 2021. | 15. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value during the year on a recurring basis consisted of the following as of December 31, 2021, 2020, and 2019: Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027,484 $ — $ — Assets – restricted cash 2,767,471 — — Total assets $ 107,794,955 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,202,562 Earnout liability — — 27,133,563 Public Warrants 15,395,625 — — Private Warrants — 6,649,125 — Total liabilities $ 15,395,625 $ 6,649,125 $ 31,336,125 December 31, 2020 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 30,043,046 $ — $ — Total assets $ 30,043,046 $ — $ — Liabilities: Common stock warrants $ — $ — $ 49,863 Preferred stock warrants — — 2,072,536 Total liabilities $ — $ — $ 2,122,399 December 31, 2019 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 12,889,931 $ — $ — Total assets $ 12,889,931 $ — $ — Liabilities: Common stock warrants $ — $ — $ 59,624 Preferred stock warrants — — 1,179,201 Total liabilities $ — $ — $ 1,238,825 The following table represents the changes in these Level 3 financial liabilities for the year ended December 31, 2021: Forward Common stock Preferred stock purchase option Level 3 Rollforward warrants warrants derivative Earnout liability Beginning balances $ 49,863 $ 2,072,536 $ — $ — Additions — — 14,700,778 21,606,062 Changes in fair value 231,149 (1,766,370) (10,498,216) 5,527,501 Reclassified to equity (281,012) (306,166) — — Ending balances $ — $ — $ 4,202,562 $ 27,133,563 Historically, the Company measured the common stock warrants and preferred stock warrants using Level 3 unobservable inputs within the Black-Scholes Merton model. The Company used various key assumptions, such as the fair value of common stock and preferred stock, respectively, volatility, and expected term. The Company monitored the fair value of the common stock and preferred stock warrants annually, with subsequent revisions reflected in the Consolidated Statements of Operations. As of December 31, 2021, the Company’s common stock warrants are publicly traded on the NYSE under the ticker symbol BOXD WS. The Company monitors the fair value of the common stock warrants annually, with subsequent revisions reflected in the Consolidated Statements of Operations based on the stock price. The Public Warrants are categorized as Level 1 fair value measurements as they are publicly traded and the Private Warrants are categorized as Level 2 fair value measurements as they are valued based on the trading price of the Public Warrants. As of December 31, 2021, there were no preferred stock warrants outstanding. The fair value of the forward purchase option derivative was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, the future stock price is simulated assuming a Geometric Brownian Motion (“GBM”). For each simulated path, the forward purchase value is calculated based on the contractual terms and then discounted at the term-matched risk-free rate. Finally, the value of the forward is calculated as the average present value over all simulated paths. The Company measured the fair value of the forward purchase option derivative upon the consummation of the Business Combination and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. The Company will continue to monitor the fair value of the forward option derivative annually, with subsequent revisions to be recorded in the Consolidated Statements of Operations. There are two components of the Company’s earnout liability: (i) the valuation of the contingent consideration for the MaxDelivery acquisition (as discussed in Note 10) and (ii) the valuation of Sponsor Earnout Shares (as discussed in Note 1). For the contingent consideration related to MaxDelivery, the fair value was estimated using a Monte-Carlo Simulation in a risk-neutral framework (a special case of the Income Approach). Specifically, future EBITDA is simulated assuming a GBM. For each simulated path, the contingent consideration payments are calculated based on the contractual terms and then discounted at the term-matched risk-free rate plus Company credit spread. The Company measured the fair value of the contingent consideration upon the acquisition date and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. For the valuation of the Sponsor Earnout Shares, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the maturity date of the contingent consideration. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The Company measured the fair value of the Sponsor Earnout Shares upon the consummation of the Business Combination and as of December 31, 2021, with the respective fair value adjustments recorded within its Consolidated Statements of Operations. The Company will continue to monitor the fair value of components of the earnout liability annually, with subsequent revisions to be recorded in the Consolidated Statement of Operations. All significant Level 3 fair value measurements were recorded during the years ended December 31, 2021, 2020, and 2019. |
NET LOSS PER SHARE_2
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The Company uses the two-class method to compute basic and diluted earnings per common share. In periods of net loss, no effect is given to the Company’s participating securities as they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted net income (loss) per share: For the Three Months Ended March 31, 2022 2021 Numerator Net loss $ (36,211) $ (14,205) Less: accretion adjustment — 401 Less: earnings allocated to participating securities — — Net loss attributable to common shareholders $ (36,211) $ (14,606) Less: undistributed earnings allocated to participating securities — — Denominator Weighted-average shares–basic and diluted 66,861,005 9,419,197 Net loss per common share–basic and diluted $ (0.54) $ (1.55) The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: As of March 31, 2022 2021 Series preferred stock, outstanding — 41,289,914 Common stock warrants, outstanding — 35,719 Preferred stock warrants, outstanding — 1,188,848 Common stock options, outstanding 5,905,784 5,961,746 PIPE Convertible Notes, if-converted (1) 7,291,667 — Restricted stock units, outstanding 2,470,520 — Private Warrants, outstanding 12,936,679 — Public Warrants, outstanding 5,587,500 — (1) The PIPE Convertible Notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . | 16. NET LOSS PER SHARE The Company historically used the two-class method to compute basic and diluted earnings per common share. In periods of net loss, no effect was given to the Company’s participating securities as they did not contractually participate in the losses of the Company. As of and for the year ended December 31, 2021, the Company no longer had participating securities under the two-class method. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): For the Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (69,222,605) $ (34,436,576) $ (65,402,000) Less: accretion adjustment (2,039,144) 1,090,294 1,155,122 Net loss attributable to common shareholders $ (67,183,461) $ (35,526,870) $ (66,557,122) Denominator: Weighted-average shares – basic and diluted 13,063,482 9,348,633 9,261,222 Net loss per common share – basic and diluted $ (5.14) $ (3.80) $ (7.19) The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: 2021 2020 2019 Series preferred stock, outstanding — 40,255,926 34,541,150 Common stock warrants, outstanding — 35,717 35,717 Preferred stock warrants, outstanding — 1,188,848 1,188,848 Common stock options, outstanding 5,832,519 6,207,149 7,607,366 PIPE convertible notes, if-converted (1) 7,291,667 — — Restricted stock units, outstanding 1,280,000 — — Private warrants, outstanding 12,937,500 — — Public warrants, outstanding 5,587,500 — — (1) The PIPE convertible notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS In 2021 and prior, the Company identified three related parties, including (i) the employer of the Director elected by the shareholders of the Series C-1 class of preferred stock (ii) a shareholder of the Series D-1 class of preferred stock and (iii) AEON Integrated Business Services Co., Ltd, a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), Immediately prior to the consummation of the Business Combination in December 2021, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result of the Business Combination and the related transactions, (i) the majority holder of the Series C-1 class was no longer a related party as of Closing as this holder no longer holds more than 10% of the Company’s voting interest and the elected Director is no longer on the Board of Directors and (ii) the holder of the Series D-1 class, was no longer a related party. As of December 31, 2021, the Company identified AEON as its only remaining related party. The following discussion includes related party transactions with AEON as well as prior year period related party transactions for the previously identified related parties related to holders of Series C-1 and Series D-1 preferred stock. AEON On February 12, 2021, the Company entered into an agreement with AEON Integrated Business Services Co., Ltd., a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), a Series D-1 shareholder, to license its e-commerce platform through a software licensing arrangement. The objective of the agreement is for the Company to design, develop and support the e-commerce platform customized for the digital marketplace operations of AEON and AEON affiliates. The services provided include implementation services, license of the e-commerce software platform, training, and maintenance and support. The Company has been engaged to provide services to AEON and AEON Malaysia. The total transaction price for the contract includes fixed and variable consideration. Based on the Company’s estimates of the standalone selling prices of the performance obligations identified in the contract, the Company has allocated $7,300 to implementation services specific to AEON, $4,500 to the implementation services specific to AEON Malaysia, and $20 per month to software maintenance services with respect to the licensed software for AEON Malaysia. The transaction price attributable to the software license to AEON Malaysia is variable and consists of sales and usage-based royalties. Yuki Habu, a director of Boxed, is affiliated with AEON. Refer to Note 8, Revenue Recognition Holders of Series C-1 and Series D-1 preferred stock For the three months ended March 31, 2021, the majority holder of the Series C-1 class of preferred stock was a vendor from whom the Company purchases inventory. The collective shareholders of the Series C-1 class of preferred stock had the right to elect one Director to the Board of Directors and the elected Director was an employee of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases and volume rebates and incentives for the three months ended March 31, 2021 were approximately $3,180 and $102, respectively. For the three months ended March 31, 2021, a holder of the Series D-1 class of preferred stock was a vendor from whom the Company purchases inventory. The collective shareholders of the Series D-1 class of preferred stock had the right to elect two Directors to the Board of Directors. The Directors elected by the collective Series D-1 shareholders were not employees of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. For the three months ended March 31, 2021, total inventory purchases and total dunnage purchases were $583 and $616, respectively. The Company did not receive volume rebates and incentives during the three months ended March 31, 2021. | 17. RELATED PARTY TRANSACTIONS The majority holder of the Series C-1 class is a vendor from whom the Company purchases inventory. Prior to the Closing, the shareholders of the Series C-1 class of preferred stock had the right to elect one Director to the Board of Directors and, the elected Director was an employee of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases for the years ended December 31, 2020 and 2019 were approximately $12,880,934, and $13,879,944, respectively. Volume rebates and incentives received for the years ended December 31, 2020 and 2019 were approximately $908,867 and $1,674,169, respectively. Inventory purchases from January 1, 2021 through December 8, 2021, the date of the Closing, were approximately $11,752,870 and volume rebates and incentives were approximately $214,258. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result, the majority holder of the Series C-1 class was no longer a related party as this holder no longer holds more than 10% of the Company’s voting interest and the elected Director is no longer on the Board of Directors. A holder of the Series D-1 class is a vendor from whom the Company purchases inventory. Prior to the Closing, the collective shareholders of the Series D-1 class of preferred stock had the right to elect two Directors to the Board of Directors. The Directors elected by the collective Series D-1 shareholders were not employees of this vendor. In connection with the inventory purchases, the Company receives various volume rebates and incentives to continue doing business. Total inventory purchases for the year ended December 31, 2020 and 2019 were approximately $3,878,138 and $2,267,312, respectively and total dunnage purchases for the year ended December 31, 2020 and 2019 were approximately $2,729,376 and $2,747,384, respectively. Volume rebates and incentives received for the year ended December 31, 2020 and 2019 were approximately $25,937 and $230,848, respectively. Inventory purchases from January 1, 2021 through December 8, 2021 were $1,930,888 and total dunnage purchases were $2,276,366. Volume rebates and incentives were immaterial from January 1, 2021 through December 8, 2021, the date of the Closing. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock. Upon Closing, each share of Old Boxed common stock then converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As a result, the holder of the Series D-1 class, was no longer a related party. On February 12, 2021, the Company entered into an agreement with AEON Integrated Business Services Co., Ltd., a wholly-owned subsidiary of AEON Co., Ltd. (“AEON”), a Series D-1 shareholder, to license its e-commerce platform through a software licensing arrangement. The objective of the agreement is for the Company to design, develop and support the e-commerce platform customized for the digital marketplace operations of AEON and AEON affiliates. The services provided through implementation services, license of the e-commerce software platform, training, and maintenance and support. The Company has been engaged to provide services to AEON and AEON Malaysia. The total transaction price for the contract includes fixed and variable consideration. Based on the Company’s estimates of the standalone selling prices of the performance obligations identified in the contract, the Company has allocated $7,300,000 to implementation services specific to AEON, $4,500,000 to the implementation services specific to AEON Malaysia, and $20,000 per month to software maintenance services with respect to the licensed software for AEON Malaysia. The transaction price attributable to the software license to AEON Malaysia is variable and consists of sales and usage-based royalties. Yuki Habu, a director of the Company, is affiliated with AEON. Refer to Note 1 Summary of Significant Accounting Policies for more details. Immediately prior to the consummation of the Business Combination, all shares of Old Boxed preferred stock converted into shares of Old Boxed common stock, which then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. Prior to the agreement signed in February in 2021, in May 2019, the Company entered into an advisory services agreement and provided a proof of concept in connection with the future software as a service licensing arrangement. Fees recognized for the proof of concept was approximately $300,000 in the year ended December 31, 2019. No services were provided in 2020. |
SEGMENT REPORTING_2
SEGMENT REPORTING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | 17. SEGMENT REPORTING Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The profitability measure employed by the Company’s CODM for allocating resources to operating segments and assessing operating segment performance is operating loss. The CODM does not receive or regularly review asset information when allocating resources and assessing segment performance. Therefore, asset information by segment has not been disclosed. Substantially all of the Company’s identifiable assets are located in the United States. The Company currently does not have substantial sales outside the United States, nor does any customer represent more than 10 percent of total revenues for any period presented. There were no material inter-segment net sales and expenses to be eliminated in computing total revenue and operating income. In addition, the Company allocates its selling, general and administrative expenses to its segment results based on usage, which is generally reflected in the segment in which the costs are incurred. The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Three Months Ended March 31, 2022 Grocery net revenue $ 30,539 $ — $ 30,539 Home & Household net revenue 12,688 — 12,688 Other net revenue (1) 1,169 — 1,169 Software & Services net revenue — 2,230 2,230 Total net revenue $ 44,396 $ 2,230 $ 46,626 Operating income (loss) $ (30,282) $ 1,272 $ (29,010) For the Three Months Ended March 31, 2021 Total net revenue $ 39,876 $ 982 $ 40,858 Operating income (loss) $ (13,533) $ 241 $ (13,292) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. | 18. SEGMENT REPORTING Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The profitability measure employed by the Company’s CODM for allocating resources to operating segments and assessing operating segment performance is operating profit or loss. The CODM does not receive or regularly review asset information when allocating resources and assessing segment performance. Therefore, asset information by segment has not been disclosed. Substantially all of the Company’s identifiable assets are located in the United States. The Company currently does not have sales outside the United States, nor does any customer represent more than 10 percent of total revenues for any period presented. There were no material inter-segment net sales and expenses to be eliminated in computing total revenue and operating income. In addition, the Company allocates its selling, general and administrative expenses to its segment results based on usage, which is generally reflected in the segment in which the costs are incurred. Prior to fiscal year 2021, the Company did not accumulate net revenue information by product or groups of products, and therefore did not disclose net revenue by product because to do so would be impracticable. The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment beginning in fiscal year 2021: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Year Ended December 31, 2021 Grocery net revenue $ 98,925,157 $ — $ 98,925,157 Home & Household net revenue 53,352,950 — 53,352,950 Other net revenue (1) 4,711,003 — 4,711,003 Software & Services net revenue — 20,277,567 20,277,567 Total net revenue $ 156,989,110 $ 20,277,567 $ 177,266,677 Operating income (loss) $ (64,863,125) $ 15,820,315 $ (49,042,810) For the Year Ended December 31, 2020 Total net revenue $ 187,173,834 $ — $ 187,173,834 Operating income (loss) $ (26,244,100) $ (2,442,662) $ (28,686,762) For the Year Ended December 31, 2019 Total net revenue $ 173,692,897 $ 300,000 $ 173,992,897 Operating income (loss) $ (63,082,583) $ (2,610,740) $ (65,693,323) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transaction occurring through the filing date of this Quarterly Report on Form 10-Q require adjustments to or disclosures in the Company’s Consolidated Financial Statements. Aside from the items discussed below, the Company did not have any subsequent events that required recognition or disclosure in the Condensed Consolidated Financial Statements for the three months ended March 31, 2022. 1. | 19. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transaction occurring through the filing date of this Annual Report on Form 10-K require adjustments to or disclosures in the Company’s Consolidated Financial Statements. The Company did not have any subsequent events that required recognition or disclosure in the Consolidated Financial Statements for the year ended December 31, 2021. |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Principles of Consolidation | Principles of Consolidation — | Principles of Consolidation — |
Basis of Presentation | Basis of Presentation — The unaudited results of operations for the three months ended March 31, 2022 are not necessarily indicative of future results or results to be expected for the full fiscal year ended December 31, 2022. These unaudited Condensed Consolidated Financial Statements, including the Company’s significant accounting policies, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto included in the Annual Report on Form 10-K. | Basis of Presentation |
Estimates | Estimates — | Estimates experience, and reasonable assumptions. After such review, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Segment Information | Segment Information — | Segment Information 1) Retail — This segment engages in the sale of consumer products and goods in bulk sizes to consumers and business in the continental United States. 2) Software & Services — This segment primarily relates to the Company’s research, development, marketing and production of the Company’s proprietary software for sale to third parties. See Note 18 for Segment Reporting for the years ended December 31, 2021, 2020, and 2019, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents — | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash — | Restricted Cash $ 2,767,471 |
Accounts Receivable, Net | Accounts Receivable, Net — Accounts receivable includes $2,177 and $2,318 of trade receivables at March 31, 2022 and December 31, 2021, respectively. The Company has recorded an allowance of $157 and $96 as of March 31, 2022 and December 31, 2021, respectively. | Accounts Receivable, Net Accounts receivable includes $2,317,908, $2,705,028, and $2,731,111 of trade receivables as of December 31, 2021, 2020, and 2019, respectively. The Company has recorded an allowance of $95,558, $205,384, and $176,653 as of December 31, 2021, 2020, and 2019, respectively, for doubtful accounts as follows: For the Year Ended December 31, 2021 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 205,384 — — (109,826) $ 95,558 For the Year Ended December 31, 2020 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 176,653 28,731 — — $ 205,384 For the Year Ended December 31, 2019 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 141,282 35,371 — — $ 176,653 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — Level 1 — Level 2 — Level 3 — The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | Fair Value of Financial Instruments Level 1 Level 2 Level 3 The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. |
Concentrations of Risk | Concentrations of Risk — The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of March 31, 2022 and December 31, 2021, one third-party seller accounted for approximately 31.6% and 40.9% of the Company’s outstanding receivables, respectively. | Concentrations of Risk The risk with respect to accounts receivable is managed by the Company through its policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. As of December 31, 2021 and 2020, one third party seller accounted for approximately 40.9% and 54.3% of the Company’s outstanding gross receivables, respectively. |
Leases | Leases — ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. ROU assets are also adjusted for prepaid rent, initial indirect costs, and lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option, respectively. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected to exclude from its balance sheets the recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real-estate leases. | Leases — |
Inventories | Inventories — The Company reviews inventories to determine the necessity of write-offs for excess, obsolete, or unsellable inventory. The Company estimates write-offs for inventory obsolescence based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material write-offs for the three months ended March 31, 2022 or 2021. | |
Property, and Equipment, Net | Property and Equipment, Net — Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Finance lease assets 7 years Software development 4 years | |
Software Development Costs | Software Development Costs — Internal Use Software will result in added functionality. Capitalized software costs are included in property and equipment, net within the Condensed Consolidated Balance Sheets and are amortized over the remaining useful life of four years. In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed | Software Development Costs Internal Use Software In accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets — Property, Plant, and Equipment | Impairment of Long-Lived Assets |
Deferred Contract Costs | Deferred Contract Costs — | Deferred Contract Costs |
Forward Purchase Receivable and Forward Purchase Option Derivative | Forward Purchase Receivable and Forward Purchase Option Derivative — | Forward Purchase Receivable and Forward Purchase Option Derivative purchase option derivative,” on its Consolidated Balance Sheets. Refer to the Business Combination discussion above and Note 11 for further detail. |
Intangible Assets and Goodwill | Intangible Assets and Goodwill — Combinations. | Intangible Assets and Goodwill — Combinations |
Debt | Debt — three months ended March 31, 2022. There were no corresponding costs for the prior year period. Interest expense for total long-term debt was $3,023 and $112 for the three months ended March 31, 2022 and 2021, respectively. | Debt |
Equity and Equity Issuance Costs | Equity — Distinguishing Liabilities from Equity Immediately prior to Closing, all Series of Old Boxed preferred stock was converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer had temporary equity on its Condensed Consolidated Balance Sheets. | Equity Distinguishing Liabilities from Equity Immediately prior to Closing, all series of Old Boxed preferred stock were converted into Old Boxed common stock based on the applicable conversion rate for each security and then upon Closing converted into the right to receive approximately 0.9498 shares of New Boxed common stock. As of December 31, 2021, the Company no longer has temporary equity on its Consolidated Balance Sheets. Equity Issuance Costs Costs incurred in connection with the issuance of the Company’s series preferred stock have historically been recorded as a direct reduction against preferred stock within the Consolidated Balance Sheets. Additionally, certain transaction costs incurred in connection with the merger that are direct and incremental to the Business Combination, as discussed below, have been recorded as a component of additional paid in capital within the Consolidated Balance Sheets. |
Employee Benefit Plan | Employee Benefit Plan — | Employee Benefit Plan |
Stock-Based Compensation | Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility — Expected Term — Risk-Free Interest Rate — Dividend Yield — Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. | Stock-Based Compensation Employee stock-based compensation awards are recorded in accordance with ASC Topic 718, Compensation — Stock Compensation The use of the Black-Scholes Merton model requires management to make the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield Prior to becoming a public company, the Company estimated the fair value of common stock. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards are approved. The factors considered included, but was not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the Company’s common shares began trading on the New York Stock Exchange, the Company utilizes the closing share trade price of the Company’s shares as the fair value of the Company’s common stock. |
Net Loss Per Share | Net Loss Per Share — Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. | Net Loss Per Share Historically, basic and diluted net loss per share attributable to common stockholders was presented in conformity with the two-class method required for participating securities as the convertible preferred stock was considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. Accordingly, the Company’s net loss was attributed entirely to common stockholders. As all of the Company’s convertible preferred stock converted to common stock immediately prior to the Closing, the Company is no longer required to present its net loss per share in conformity with the two-class method as it no longer has participating securities. |
Income Taxes | Income Taxes — Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Revenue Recognition | Revenue Recognition — Revenue from Contracts with Customers Revenue from Contracts with Customers | Revenue Recognition Revenue from Contracts with Customers Revenue from Contracts with Customers |
Other Income (Expenses), Net | Other Income (Expense), Net — | Other Income (Expense), Net |
Customer Incentives | Customer Incentives — | Customer Incentives |
Vendor Rebates | Vendor Rebates — in the condensed consolidated balance sheet. Vendor rebates received by the Company reduce the carrying cost of inventory and are recognized in cost of sales in the condensed consolidated statements of operations when the related inventory is sold. | Vendor Rebates |
Delivery Costs | Delivery Costs — | Delivery Costs |
Cost of Sales | Cost of Sales — | Cost of Sales — |
Selling, General and Administrative Expenses | Selling, General and Administrative Expense — | Selling, General and Administrative Expense |
Research and Development | In accordance with ASC 730-10-25, Research and Development | In accordance with ASC 730-10-25, Research and Development |
Advertising Expense | Advertising Expense — Advertising Costs | Advertising Expense |
Recently Adopted and Announced Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases Upon adoption of ASC 842 the Company recognized operating lease ROU assets and operating lease liabilities related to its office leases and fulfillment centers of $11,298 and $11,742, respectively. The difference in the initial operating lease ROU assets and operating lease liabilities balances is $444 related to the de-recognition of existing deferred rent and incentive balances. The Company elected the “package of practical expedients,” which permitted the Company to not reassess prior conclusions about whether any expired or existing arrangements are or contain a lease, lease classification and the treatment of initial direct costs under the new guidance. The Company did not elect the use-of-hindsight practical expedient. The Company’s accounting for lessee finance leases remains substantially unchanged from legacy guidance. All prior periods are presented in accordance with legacy guidance for both operating and finance leases. The standard did not have a significant impact on the Company’s Condensed Consolidated Statements of Operations or Statements of Cash Flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | Recently Adopted Accounting Pronouncements — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Requirements for Fair Value Measurement In August 2020, the FASB issued ASU 2020-06 — Debt — Debt with Conversion and Other Options Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other-Internal-Use Software (Subtopic 35-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently Announced Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Under the “incurred loss” model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been “incurred”). Under the “expected loss” model, an entity will recognize a loss (or allowance) upon initial recognition of the asset that reflects all future events that will lead to a loss being realized, regardless of whether it is probable that the future event will occur. The “incurred loss” model considers past events and current conditions, while the “expected loss” model includes expectations for the future which have yet to occur. ASU 2016-13 is effective for private companies beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of the new standard on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”), which requires a lessee to recognize in its balance sheet an asset and liability for most leases with a term greater than 12 months. Lessees should recognize a liability to make lease payments and a right-of-use asset representing the lessee’s right to use the underlying asset for the lease term. On June 3, 2020, the FASB deferred the effective date of ASC 842 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this standard will have on its Consolidated Financial Statements but believes that there will be right of use assets and lease liabilities recognized on the Company’s Consolidated Balance Sheets and an immaterial impact on the Company’s Consolidated Statement of Operations. |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Reverse Recapitalization | The following table illustrates the net proceeds to the Company delivered through the Business Combination. Cash – $ 77,784,265 Cash – 32,500,000 Cash – 87,500,000 Gross cash proceeds resulting from the Business Combination 197,784,265 Less: combined company transaction costs (47,667,386) Net cash proceeds from the Business Combination 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 Further, the following table reconciles the elements of the Business Combination to the Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit to the Consolidated Statement of Cash Flows as well as to the amounts disclosed herein in Note 1. Cash – $ 77,784,265 Cash – 32,500,000 Less: net impact of reverse recapitalization (38,648,877) Less: transaction costs reclassed or allocated to equity (6,212,454) Reverse recapitalization, net of transaction costs $ 65,422,934 Cash – 87,500,000 Less: transaction costs allocated to debt (10,534,127) Plus: noncash assumed warrant liability in reverse recapitalization 17,228,250 Net cash proceeds from the Business Combination on the Statements of Cash Flows $ 159,617,057 Less: transaction costs allocated to derivative instruments and expensed during the year (9,500,178) Net cash proceeds from the Business Combination within Note 1 $ 150,116,879 Less: Prepayment Amount pursuant to Forward Purchase Transaction (65,062,414) Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount $ 85,054,465 |
Schedule of Doubtful Accounts | The Company has recorded an allowance of $95,558, $205,384, and $176,653 as of December 31, 2021, 2020, and 2019, respectively, for doubtful accounts as follows: For the Year Ended December 31, 2021 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 205,384 — — (109,826) $ 95,558 For the Year Ended December 31, 2020 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 176,653 28,731 — — $ 205,384 For the Year Ended December 31, 2019 Column A Column B Column C Column D Column E Additions Balance at beginning of Charges to cost Charged to Balance at end Description period and expenses other accounts Deductions of period Reserve for doubtful accounts $ 141,282 35,371 — — $ 176,653 |
Schedule of Property, Plant and Equipment | Estimated Useful Lives Leasehold improvements 7 years Warehouse equipment 5 years Computers and small tools 3 years Furniture and fixtures 7 years Capital lease asset 7 years Software development 4 years |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment, net consist of the following at March 31, 2022 and December 31, 2021: December 31, March 31, 2022 2021 Leasehold improvements $ 8,758 $ 8,716 Warehouse equipment 3,105 3,056 Computers and small tools 1,417 1,337 Furniture and fixtures 85 85 Software development 14,146 14,091 Work in progress 378 7 27,889 27,292 Less: Accumulated depreciation and amortization (21,287) (20,273) Property and equipment, net $ 6,602 $ 7,019 | Property and equipment — net consists of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Leasehold improvements $ 8,715,489 $ 8,147,638 Warehouse equipment 3,056,072 2,192,471 Computers and small tools 1,337,493 1,061,177 Furniture and fixtures 85,480 95,064 Software development 14,090,389 13,608,520 Work in progress 7,066 359,992 27,291,989 25,464,862 Less: Accumulated depreciation and amortization (20,272,651) (15,053,466) Property and equipment, net $ 7,019,338 $ 10,411,396 |
PREPAID EXPENSES AND OTHER CU_5
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | As of March 31, 2022 and December 31, 2021, the major components of prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 Prepaid insurance $ 3,946 $ 476 Prepaid services (1) 4,195 1,918 Vendor funds receivable 1,099 1,058 Other prepaid expenses 2,459 806 Other receivables 301 657 Total $ 12,000 $ 4,915 (1) Prepaid services represents the current portion paid to Palantir in the first quarter of 2022 in accordance with the Company’s Master Service Agreement, as discussed and defined in Note 11. The noncurrent portion of $10,702 is recorded as prepaid expenses, noncurrent on the Company’s Condensed Consolidated Balance Sheets. | As of December 31, 2021 and 2020, the major components of prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid services 1,918,299 — Vendor funds receivable 1,057,718 866,276 Other prepaid expenses 1,281,799 765,677 Other receivables 657,489 499,942 Total $ 4,915,305 $ 2,131,895 |
OTHER CURRENT LIABILITIES (Ta_2
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | ||
Schedule of Other Current Liabilities | As of March 31, 2022 and December 31, 2021, the major components of other current liabilities consisted of the following: March 31, 2022 December 31, 2021 Credit card payable $ 13,347 $ 13,738 Accrued sales tax payable 1,920 1,708 Deferred rent – short term — 451 Credits liability 648 641 Obligation for equity consideration (1) — 3,000 Other accrued liabilities 2,116 2,362 Total $ 18,031 $ 21,899 (1) For further detail on the equity consideration, refer to Note 1 within the discussion on the MaxDelivery Acquisition . The equity consideration was issued in March 2022. | As of December 31, 2021 and 2020, the major components of other current liabilities consisted of the following: December 31, 2021 2020 Credit card payable $ 13,738,270 $ 10,473,079 Accrued sales tax payable 1,707,557 1,845,831 Deferred rent – short term 450,776 622,940 Credits liability 640,994 633,287 Obligation for equity consideration (1) 3,000,000 — Other accrued liabilities 2,361,545 1,382,927 Total $ 21,899,142 $ 14,958,064 (1) For further detail on the obligation for equity consideration, refer to Note 10. |
DEBT (Tables)_2
DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Instruments | Amounts outstanding under long-term debt, including the PIPE Convertible Notes (discussed in Note 6), consisted of the following as of March 31, 2022 and December 31, 2021. The estimated fair value of long-term debt is approximated at its carrying value as of these reporting dates. March 31, 2022 December 31, 2021 Term Loan, matures August 2025 $ 43,386 $ 43,287 PIPE Convertible Notes (1) 77,371 77,047 Total debt 120,757 120,334 Less: current portion — — Long-term debt $ 120,757 $ 120,334 | December 31, 2021 2020 New Term loan, matures August 2025 $ 43,286,747 $ — 7th Amendment term loan, matures December 2022 — 7,500,000 PIPE Convertible Notes (1) 77,047,475 — Total debt $ 120,334,222 $ 7,500,000 Less: current portion — (3,750,000) Long-term debt $ 120,334,222 $ 3,750,000 |
Schedule of Maturities of Long-term Debt | Aggregate maturities of long-term debt as of March 31, 2022 are as follows: March 31, 2022 2022 (remaining nine months) $ — 2023 — 2024 — 2025 43,386 2026 77,371 Total $ 120,757 | Aggregate maturities of debt as of December 31, 2021 are as follows: 2022 $ — 2023 — 2024 — 2025 43,286,747 2026 77,047,475 Total $ 120,334,222 (1) As discussed in Note 5, the PIPE Convertible Notes will mature in 2026, unless earlier repurchased by the Company or converted at the option of the holders . |
REVENUE RECOGNITION (Tables)_2
REVENUE RECOGNITION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Contract Assets and Liabilities | March 31, December 2022 31, 2021 Contract assets (unbilled receivables) $ 11,044 $ 8,891 Contract liabilities (deferred revenue) $ 1,904 $ 2,020 | December 31, 2021 2020 Contract assets (unbilled receivables) $ 8,890,888 $ — Contract liabilities (deferred revenue) $ 2,020,351 $ 2,435,909 |
Disaggregation of Revenue | The following table summarizes the Company’s net revenue disaggregated by sales channel: Three Months Ended March 31, 2022 2021 Direct Sales (1) $ 39,823 $ 36,273 Channel Sales (2) $ 4,573 $ 3,602 Software & Services (3) $ 2,250 $ 982 | Years Ended December 31, 2021 2020 2019 Direct Sales (1) $ 139,647,865 $ 176,836,569 $ 143,749,787 Channel Sales (2) $ 17,341,244 $ 10,337,265 $ 30,243,110 Software & Services (3) $ 20,277,568 $ — $ — (1) Direct Sales includes retail direct to consumer sales on the Company’s e-commerce platform. (2) Channel Sales includes retail sales on other third-party platforms. (3) Software & Services includes revenue generated from software licensing agreements . |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Taxes | December 31, 2021 2020 2019 Domestic $ (69,222,605) $ (34,436,576) $ (65,402,000) Foreign — — — Loss before income taxes $ (69,222,605) $ (34,436,576) $ (65,402,000) |
Schedule of Total Taxes Allocated to Operations | Total income taxes allocated to operations for the years ended December 31, 2021, 2020, and 2019 were as follows: 2021 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2020 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — 2019 Current Deferred Total Federal $ — $ — $ — State — — — Foreign — — — Total $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | December 31, 2021 2020 2019 Federal statutory rate 21.00 % 21.00 % 21.00 % Permanent items (4.74) (2.74) (0.02) State taxes (net of federal benefit) 0.07 0.00 0.00 Deferred rate change 0.00 — (0.02) Valuation allowance (15.79) (17.28) (20.28) Stock-based compensation (0.54) (0.98) (0.68) Total provision and effective tax rate 0.00 % 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020 are presented below: December 31, 2021 2020 Deferred tax assets: Allowance for doubtful accounts $ 23,161 $ 49,815 Accrued expenses 204,937 220,548 Inventory 101,093 116,354 Deferred rent 109,261 151,089 Lease liability 43,254 62,499 Warrants — 463,701 Stock-based compensation 683,139 202,722 Charitable contributions 564,974 460,274 Net operating losses 82,617,414 71,553,413 Payroll tax deferral 101,126 202,385 Disallowed interest expense 853,857 216,444 Transaction costs 1,528,027 — Total deferred tax assets 86,830,243 73,699,244 Less: valuation allowance (85,757,888) (72,057,082) Net deferred tax assets $ 1,072,355 $ 1,642,162 Deferred tax liabilities: Intangible assets $ (649,050) $ (839,927) Property and equipment (423,305) (802,235) Total deferred tax liabilities $ (1,072,355) $ (1,642,162) Net deferred tax assets/liabilities $ — $ — |
Schedule of Unrecognized Tax Benefits | The following table shows the changes in the gross amount of unrecognized tax benefits as of December 31, 2021, 2020 and 2019: December 31, 2021 2020 2019 Beginning balance $ 1,348,904 $ 1,348,904 $ 1,372,064 Increases based on tax positions during the current period — — 301,847 (Decreases) based on tax positions during the current period — — (325,007) Ending balance $ 1,348,904 $ 1,348,904 $ 1,348,904 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Rental Commitments | Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows: December 31, 2021 2022 $ 4,478 2023 2,920 2024 1,742 2025 1,769 2026 1,711 thereafter 2,921 Total future minimum lease payments $ 15,541 | Year Lease Obligation 2022 $ 4,478,016 2023 2,919,511 2024 1,742,148 2025 1,768,962 2026 1,710,581 Thereafter 2,921,321 Total $ 15,540,539 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Allocation as of December 31, 2021 Cash consideration $ 4,000,000 Equity consideration 3,000,000 Contingent consideration 1,711,000 Total purchase price consideration $ 8,711,000 Assets and liabilities assumed: Accounts receivable $ 78,980 Other current assets 186,162 Fixed assets 385,243 Intangible assets (1) 1,350,000 Goodwill 7,443,569 Total acquired assets 9,443,954 Accounts payable (585,702) Other current liabilities (147,252) Total allocation of purchase price consideration $ 8,711,000 (1) The fair value of the identifiable intangible assets includes $800,000 for customer relationships and $550,000 for trademarks and technology. The fair values of these intangible assets acquired were determined using various valuation methods under income approach, including the (i) multiple-period excess earnings method (ii) relief-from-royalty method and (iii) cost replacement method, respectively. |
Schedule of Business Acquisition, Pro Forma Information | December 31, 2021 2020 Pro forma net revenue $ 189,283,099 $ 202,341,157 Pro forma net loss $ (69,103,687) $ (34,429,058) |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Fair Value inputs and Valuations Techniques | 2020 2019 Expected volatility 57.0 % 55.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 1.7 % 1.7 % Expected dividend yield 0.0 % 0.0 % 2020 2019 Expected volatility 60.0 % 45.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 0.1 % 1.6 % 2020 2019 Expected volatility 60.0 % 45.0 % Expected term (in years) 1.0 2.0 Risk-free interest rate 0.1 % 1.6 % |
STOCKHOLDERS' DEFICIT AND MEZ_2
STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Preferred Stock | As of December 31, 2020, preferred stock consisted of the following: Shares Shares Issued Issuance Price Carrying Liquidation Authorized and Outstanding Per Share Value (1) Preference Series A-1 4,168,647 4,168,647 $ 1.56 $ 6,490,026 $ 6,489,982 Series A-2 1,893,035 1,893,035 0.58 1,090,840 1,090,820 Series A-3 541,863 541,863 0.83 442,374 442,367 Series B-1 4,870,769 4,870,769 4.72 22,984,122 22,984,071 Series B-2 533,930 533,930 3.78 2,015,647 2,015,641 Series C-1 10,085,422 10,001,485 11.46 114,562,977 114,587,113 Series C-2 982,272 982,272 9.18 9,003,134 9,003,124 Series C-3 1,607,161 559,764 11.46 7,066,283 6,412,106 Series D-1 8,894,451 8,894,451 11.51 97,926,084 102,340,201 Series D-2 2,094,931 2,094,931 10.37 21,694,134 21,694,112 Series E-1 4,020,556 4,020,556 7.47 33,707,750 30,000,000 Series E-2 1,694,223 1,694,223 4.86 8,217,388 8,217,284 41,387,260 40,255,926 $ 325,200,758 (1) Amounts are net of issuance costs and changes in the redemption value of the Series C-3 preferred stock. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Options Activity | The following is a summary of stock options activity during the three months ended March 31, 2022: Weighted Weighted Average Number of Average Exercise Remaining options Price Contractual Life Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Granted 237,500 10.00 9.96 Exercised — Forfeited (164,235) Outstanding as of March 31, 2022 5,905,784 $ 3.56 5.56 Vested and expected to vest as of March 31, 2022 5,905,784 $ 3.56 5.56 Exercisable as of March 31, 2022 4,282,866 $ 3.00 4.48 | The following is a summary of stock options activity during the years ended December 31, 2021, 2020, and 2019: Weighted Weighted Average Average Remaining Number of Exercise Contractual Shares Price Life Outstanding as of December 31, 2018 4,331,494 $ 2.43 7.59 Granted 4,342,214 3.37 Exercised (105,867) 1.23 Forfeited (960,475) Outstanding as of December 31, 2019 7,607,366 $ 2.94 8.17 Granted 1,172,294 3.16 Exercised (52,435) 1.07 Forfeited (2,520,076) Outstanding as of December 31, 2020 6,207,149 $ 3.13 7.30 Granted 1,307,713 4.93 Exercised (351,462) 2.14 Forfeited (1,330,881) Outstanding as of December 31, 2021 5,832,519 $ 3.30 5.62 Vested and expected to vest as of December 31, 2021 5,832,519 $ 3.30 5.62 Exercisable as of December 31, 2021 3,872,121 $ 1.35 4.63 |
Schedule of Black-Scholes-Merton Valuation Model for the Value Stock Option Grants | The following key assumptions were used in the Black-Scholes-Merton valuation model for the value stock option grants: 2021 2020 2019 Expected volatility 58.0 % 51.8 % 47.4 % Expected term (in years) 4.41 5.99 5.90 Risk-free interest rate 0.8 % 0.3 % 1.8 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The table below presents information regarding financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy reflecting the valuation techniques utilized to determine fair value. Fair Value Hierarchy March 31, 2022 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 69,935 $ — $ — Assets – restricted cash 2,768 — — Total Assets $ 72,703 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 17,609 Earnout liability — — 20,145 Public Warrants 13,841 — — Private Warrants — 5,979 — Total Liabilities $ 13,841 $ 5,979 $ 37,754 December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027 $ — $ — Assets – restricted cash 2,767 — — Total assets $ 107,795 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,203 Earnout liability — — 27,134 Common stock warrants 15,396 — — Preferred stock warrants — 6,649 — Total liabilities $ 15,396 $ 6,649 $ 31,337 | Fair Value Hierarchy December 31, 2021 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 105,027,484 $ — $ — Assets – restricted cash 2,767,471 — — Total assets $ 107,794,955 $ — $ — Liabilities: Forward purchase option derivative $ — $ — $ 4,202,562 Earnout liability — — 27,133,563 Public Warrants 15,395,625 — — Private Warrants — 6,649,125 — Total liabilities $ 15,395,625 $ 6,649,125 $ 31,336,125 December 31, 2020 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 30,043,046 $ — $ — Total assets $ 30,043,046 $ — $ — Liabilities: Common stock warrants $ — $ — $ 49,863 Preferred stock warrants — — 2,072,536 Total liabilities $ — $ — $ 2,122,399 December 31, 2019 Level 1 Level 2 Level 3 Assets – cash & cash equivalents $ 12,889,931 $ — $ — Total assets $ 12,889,931 $ — $ — Liabilities: Common stock warrants $ — $ — $ 59,624 Preferred stock warrants — — 1,179,201 Total liabilities $ — $ — $ 1,238,825 |
Schedule of Changes in Level 3 Financial Liabilities | Forward purchase option Level 3 Rollforward derivative Earnout liability Beginning balances $ 4,203 $ 27,134 Additions — — Changes in fair value 13,406 (6,989) Ending balances $ 17,609 $ 20,145 | The following table represents the changes in these Level 3 financial liabilities for the year ended December 31, 2021: Forward Common stock Preferred stock purchase option Level 3 Rollforward warrants warrants derivative Earnout liability Beginning balances $ 49,863 $ 2,072,536 $ — $ — Additions — — 14,700,778 21,606,062 Changes in fair value 231,149 (1,766,370) (10,498,216) 5,527,501 Reclassified to equity (281,012) (306,166) — — Ending balances $ — $ — $ 4,202,562 $ 27,133,563 |
NET LOSS PER SHARE (Tables)_2
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Computation of Basic and Diluted Income (Loss) Per share | For the Three Months Ended March 31, 2022 2021 Numerator Net loss $ (36,211) $ (14,205) Less: accretion adjustment — 401 Less: earnings allocated to participating securities — — Net loss attributable to common shareholders $ (36,211) $ (14,606) Less: undistributed earnings allocated to participating securities — — Denominator Weighted-average shares–basic and diluted 66,861,005 9,419,197 Net loss per common share–basic and diluted $ (0.54) $ (1.55) | For the Years Ended December 31, 2021 2020 2019 Numerator: Net loss $ (69,222,605) $ (34,436,576) $ (65,402,000) Less: accretion adjustment (2,039,144) 1,090,294 1,155,122 Net loss attributable to common shareholders $ (67,183,461) $ (35,526,870) $ (66,557,122) Denominator: Weighted-average shares – basic and diluted 13,063,482 9,348,633 9,261,222 Net loss per common share – basic and diluted $ (5.14) $ (3.80) $ (7.19) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive: As of March 31, 2022 2021 Series preferred stock, outstanding — 41,289,914 Common stock warrants, outstanding — 35,719 Preferred stock warrants, outstanding — 1,188,848 Common stock options, outstanding 5,905,784 5,961,746 PIPE Convertible Notes, if-converted (1) 7,291,667 — Restricted stock units, outstanding 2,470,520 — Private Warrants, outstanding 12,936,679 — Public Warrants, outstanding 5,587,500 — (1) The PIPE Convertible Notes are presented using a conversion rate of $12.00 , in line with the if-converted method under ASC 260, Earnings Per Share . | |
SEGMENT REPORTING (Tables)_2
SEGMENT REPORTING (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of Reportable Segments | Information about Reported Segment Profit or Loss Software & Retail Services Total For the Three Months Ended March 31, 2022 Grocery net revenue $ 30,539 $ — $ 30,539 Home & Household net revenue 12,688 — 12,688 Other net revenue (1) 1,169 — 1,169 Software & Services net revenue — 2,230 2,230 Total net revenue $ 44,396 $ 2,230 $ 46,626 Operating income (loss) $ (30,282) $ 1,272 $ (29,010) For the Three Months Ended March 31, 2021 Total net revenue $ 39,876 $ 982 $ 40,858 Operating income (loss) $ (13,533) $ 241 $ (13,292) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. | The following table provides information for the Company’s reportable segments, including product category disaggregation for its Retail segment beginning in fiscal year 2021: Information about Reported Segment Profit or Loss Software & Retail Services Total For the Year Ended December 31, 2021 Grocery net revenue $ 98,925,157 $ — $ 98,925,157 Home & Household net revenue 53,352,950 — 53,352,950 Other net revenue (1) 4,711,003 — 4,711,003 Software & Services net revenue — 20,277,567 20,277,567 Total net revenue $ 156,989,110 $ 20,277,567 $ 177,266,677 Operating income (loss) $ (64,863,125) $ 15,820,315 $ (49,042,810) For the Year Ended December 31, 2020 Total net revenue $ 187,173,834 $ — $ 187,173,834 Operating income (loss) $ (26,244,100) $ (2,442,662) $ (28,686,762) For the Year Ended December 31, 2019 Total net revenue $ 173,692,897 $ 300,000 $ 173,992,897 Operating income (loss) $ (63,082,583) $ (2,610,740) $ (65,693,323) (1) Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. |
DESCRIPTION OF BUSINESS AND S_9
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 09, 2021USD ($) | Dec. 08, 2021USD ($)$ / sharesshares | Nov. 28, 2021USD ($)$ / sharesshares | Aug. 04, 2021USD ($) | Jun. 13, 2021$ / sharesshares | Mar. 31, 2022USD ($)segment$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)segment$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2018USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Reverse recapitalization, aggregate consideration | $ 550,000,000 | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 66,915,204 | 15,554,790 | 66,915,204 | 66,915,204 | 66,647,242 | 9,392,361 | ||||||||
Number of shares issued (in shares) | shares | 3,250,000 | 3,250,000 | ||||||||||||
Purchase price, per share (in dollars per share) | $ / shares | $ 7 | $ 10 | ||||||||||||
Common stock, shares issued (in shares) | shares | 66,915,204 | 15,554,790 | 66,915,204 | 66,915,204 | 66,647,242 | 9,392,361 | ||||||||
Forward purchase receivable | $ 58,184,000 | $ 65,062,000 | $ 58,184,000 | $ 58,184,000 | $ 60,050,189 | $ 0 | ||||||||
Reverse recapitalization, cash In trust account | 77,784,265 | |||||||||||||
Cash - PIPE Equity | $ 120,000,000 | 32,500,000 | ||||||||||||
Equity | 32,500,000 | |||||||||||||
Transaction costs | 47,667,386 | 47,667,386 | ||||||||||||
Payment of Forward Purchase Receivable | $ 65,062,000 | $ 65,062,414 | $ 65,062,414 | $ 65,062,414 | $ 0 | $ 0 | ||||||||
Exchange ratio | 0.9498 | 0.9498 | ||||||||||||
Ownership percentage | 76.70% | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Cash and cash equivalents | $ 69,935,000 | $ 69,935,000 | $ 22,476,000 | $ 69,935,000 | $ 105,027,484 | $ 30,043,046 | 12,889,931 | |||||||
Restricted cash | 2,768,000 | 2,768,000 | 2,768,000 | 2,768,000 | 0 | |||||||||
Net loss | (36,211,000) | (14,205,000) | (69,222,605) | (34,436,576) | (65,402,000) | |||||||||
Net cash used in operating activities | $ (36,352,000) | (6,258,000) | $ (53,468,949) | (24,096,484) | (45,880,562) | |||||||||
Number of reportable segments | segment | 2 | 2 | ||||||||||||
Credit card receivables | $ 2,317,908 | 2,705,028 | 2,731,111 | |||||||||||
Allowance for doubtful accounts | 157,000 | $ 157,000 | 157,000 | 95,558 | 205,384 | 176,653 | $ 141,282 | |||||||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | 250,000 | ||||||||||
Inventory write-down | 0 | 0 | 394,848 | 0 | 0 | |||||||||
Interest expense | 3,023,000 | 112,000 | 2,140,915 | 445,846 | 301,155 | |||||||||
Employer contributions | $ 0 | $ 0 | 0 | 0 | ||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
Cost of sales: | $ 40,531,000 | 35,929,000 | $ 145,388,571 | 161,270,544 | 164,091,469 | |||||||||
Research and development expense | 476,000 | 476,000 | 2,018,564 | 2,485,573 | 2,856,051 | |||||||||
Advertising expense | 11,695,000 | 5,707,000 | 21,959,556 | 4,912,269 | 20,703,071 | |||||||||
Future advertising expenses | $ 1,390,000 | 1,390,000 | $ 1,390,000 | 78,041 | 9,192 | 500,184 | ||||||||
Advisory, legal, accounting And management fees | 4,829,360 | |||||||||||||
Incremental transaction costs | $ 21,215,856 | |||||||||||||
Transaction costs related to equity | 6,212,454 | |||||||||||||
Previously deferred costs | 3,917,093 | |||||||||||||
Derivative expense | $ 4,469,276 | |||||||||||||
PIPE Convertible Notes | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Cash - PIPE Equity | $ 120,000,000 | |||||||||||||
Software development costs | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Useful life | 4 years | 4 years | ||||||||||||
Outbound delivery fees | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Cost of sales: | $ 7,272,000 | $ 6,633,000 | $ 26,128,045 | $ 25,275,183 | $ 26,360,878 | |||||||||
Accounts Receivable | Customer Concentration Risk | Largest Customer | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Concentration risk, percentage | 31.60% | 40.90% | 54.30% | |||||||||||
Convertible Debt | PIPE Convertible Notes | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Aggregate principal amount | $ 87,500,000 | $ 87,500,000 | $ 1,000 | |||||||||||
Debt issuance costs | 10,534,127 | |||||||||||||
Secured Debt | Line of Credit | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Aggregate principal amount | $ 45,000,000 | $ 7,500,000 | ||||||||||||
Debt instrument covenant, minimum unrestricted cash balance | $ 15,000,000 | |||||||||||||
Debt instrument covenant, retail gross margin percentage | 8.00% | |||||||||||||
Debt issuance costs | $ 669,677 | |||||||||||||
Common Class A | ACM | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued (in shares) | shares | 734,702 | 233,593 | 734,702 | 501,109 | ||||||||||
Common stock, shares issued (in shares) | shares | 6,504,768 | |||||||||||||
Gross proceeds of common stock | $ 6,878,000 | |||||||||||||
Redemption Shareholders | Common Class A | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Common stock, shares outstanding (in shares) | shares | 18,098,335 | |||||||||||||
Remaining Shareholders | Common Class A | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Common stock, shares outstanding (in shares) | shares | 7,776,665 | |||||||||||||
Conversion ratio | shares | 1 | |||||||||||||
Sponsor Members | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Sponsor earnout shares subject to vesting under certain conditions (in shares) | shares | 1,940,625 | |||||||||||||
Sponsor Members | Common Class B | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Common stock, shares outstanding (in shares) | shares | 6,468,750 | |||||||||||||
Conversion ratio | shares | 1 | |||||||||||||
ACM | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Purchase price, per share (in dollars per share) | $ / shares | $ 7 | |||||||||||||
ACM | Common Class A | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Purchase price, per share (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Common stock, shares issued (in shares) | shares | 6,504,768 | |||||||||||||
Forward purchase receivable | $ 60,050,189 | |||||||||||||
Gross proceeds of common stock | $ 6,878,000 | $ 65,062,414 | $ 1,866,000 | $ 6,878,000 | $ 5,012,225 |
DESCRIPTION OF BUSINESS AND _10
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business Combination (Details) - USD ($) | Dec. 09, 2021 | Dec. 08, 2021 | Nov. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash - Seven Oaks trust and cash, net of Redemptions | $ 77,784,265 | |||||
Cash - PIPE Equity | $ 120,000,000 | 32,500,000 | ||||
Proceeds from convertible note issuance | 87,500,000 | $ 0 | $ 8,217,304 | $ 0 | ||
Gross cash proceeds resulting from the Business Combination | 197,784,265 | |||||
Less: combined company transaction costs | (47,667,386) | (47,667,386) | ||||
Net cash proceeds from the Business Combination | 150,116,879 | |||||
Less: Prepayment Amount pursuant to Forward Purchase Transaction | $ (65,062,000) | (65,062,414) | $ (65,062,414) | $ (65,062,414) | $ 0 | $ 0 |
Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount | $ 85,054,465 |
DESCRIPTION OF BUSINESS AND _11
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Elements of the Business Combination (Details) - USD ($) | Dec. 09, 2021 | Dec. 08, 2021 | Nov. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash - Seven Oaks trust and cash, net of Redemptions | $ 77,784,265 | |||||
Cash - PIPE Equity | $ 120,000,000 | 32,500,000 | ||||
Less: net impact of reverse recapitalization | (38,648,877) | |||||
Less: transaction costs reclassed or allocated to equity | (6,212,454) | |||||
Reverse recapitalization, net of transaction costs | 65,422,934 | |||||
Proceeds from convertible note issuance | 87,500,000 | $ 0 | $ 8,217,304 | $ 0 | ||
Less: transaction costs allocated to debt | (10,534,127) | |||||
Plus: noncash assumed warrant liability in reverse recapitalization | 17,228,250 | |||||
Net cash proceeds from the Business Combination on the Statements of Cash Flows | 159,617,057 | 159,617,056 | 0 | 0 | ||
Less: transaction costs allocated to derivative instruments and expensed during the year | (9,500,178) | |||||
Net cash proceeds from the Business Combination within Note 1 | 150,116,879 | |||||
Less: Prepayment Amount pursuant to Forward Purchase Transaction | $ (65,062,000) | (65,062,414) | $ (65,062,414) | $ (65,062,414) | $ 0 | $ 0 |
Cash proceeds, net of the Forward Purchase Transaction Prepayment Amount | $ 85,054,465 |
DESCRIPTION OF BUSINESS AND _12
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Reserve for doubtful accounts, Balance at beginning of period | $ 205,384 | $ 176,653 | $ 141,282 |
Charges to cost and expenses | 0 | 28,731 | 35,371 |
Charged to other accounts | 0 | 0 | 0 |
Deductions | (109,826) | 0 | 0 |
Reserve for doubtful accounts, Balance at end of period | $ 95,558 | $ 205,384 | $ 176,653 |
DESCRIPTION OF BUSINESS AND _13
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | 3 years |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | 5 years |
Computers and small tools | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | 3 years |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Capital lease asset | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | 7 years |
Software development | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 4 years | 4 years |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 27,291,989 | $ 25,464,862 |
Less: Accumulated depreciation and amortization | (20,272,651) | (15,053,466) |
Property and equipment, net | 7,019,338 | 10,411,396 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,715,489 | 8,147,638 |
Warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,056,072 | 2,192,471 |
Computers and small tools | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,337,493 | 1,061,177 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 85,480 | 95,064 |
Software development | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,090,389 | 13,608,520 |
Work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,066 | $ 359,992 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization | $ 1,016,000 | $ 1,230,000 | $ 4,496,519 | $ 4,785,778 | $ 4,377,731 |
Amortization related to software development costs | $ 305,000 | $ 499,000 | $ 1,678,704 | $ 2,081,625 | $ 1,983,936 |
PREPAID EXPENSES AND OTHER CU_6
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid services | $ 4,195,000 | $ 1,918,299 | $ 0 |
Vendor funds receivable | 1,099,000 | 1,057,718 | 866,276 |
Other prepaid expenses | 2,459,000 | 806,000 | 765,677 |
Other receivables | 301,000 | 657,489 | 499,942 |
Total | $ 12,000,000 | $ 4,915,305 | $ 2,131,895 |
OTHER CURRENT LIABILITIES - C_2
OTHER CURRENT LIABILITIES - Components of Other Current Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | |||
Credit card payable | $ 13,347,000 | $ 13,738,270 | $ 10,473,079 |
Accrued sales tax payable | 1,920,000 | 1,707,557 | 1,845,831 |
Deferred rent-short term | 0 | 450,776 | 622,940 |
Credits liability | 648,000 | 640,994 | 633,287 |
Obligation for equity consideration | 0 | 3,000,000 | 0 |
Other accrued liabilities | 2,116,000 | 2,361,545 | 1,382,927 |
Total | $ 18,031,000 | $ 21,899,142 | $ 14,958,064 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | Total |
CONVERTIBLE NOTES (Details)_2
CONVERTIBLE NOTES (Details) | Dec. 08, 2021USD ($)D$ / shares | May 29, 2020USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 09, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Transaction costs related to debt | $ 10,534,127 | ||||||
Loss on extinguishment of convertible note | $ 0 | $ 102,972 | $ 0 | ||||
Exchange ratio | 0.9498 | 0.9498 | |||||
Convertible Debt | PIPE Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 87,500,000 | 1,000 | $ 87,500,000 | ||||
Stated interest rate percentage | 7.00% | 0.25% | |||||
Conversion ratio | 83.333 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 12 | ||||||
Debt instrument, repurchase price percentage | 101.00% | ||||||
Threshold percentage of stock price trigger | 130.00% | ||||||
Threshold trading days | D | 20 | ||||||
Threshold consecutive trading days | D | 30 | ||||||
Accrued interest | $ 1,531,000 | $ 391,319 | |||||
Transaction costs related to debt | $ 10,534,127 | ||||||
Debt issuance costs, amortization period | 4 years 8 months 15 days | 4 years 11 months 12 days | |||||
Convertible Debt | Convertible Promissory Notes | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 8,215,000 | ||||||
Debt instrument term (in years) | 2 years | ||||||
Debt instrument maturity trigger, minimum equity proceeds required inclusive of proceeds from note conversion | $ 25,000,000 | ||||||
Loss on embedded derivative | 4,323,770 | ||||||
Loss on extinguishment of convertible note | $ 102,972 |
DEBT - Narrative (Details)_2
DEBT - Narrative (Details) - USD ($) | Aug. 04, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | May 31, 2018 | May 22, 2018 | Dec. 22, 2016 | Jun. 24, 2015 |
Debt Instrument [Line Items] | |||||||||||
Total borrowings | $ 120,334,222 | $ 7,500,000 | $ 120,757,000 | ||||||||
Loss on extinguishment of convertible note | $ 0 | $ 102,972 | $ 0 | ||||||||
Credit Agreement Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant issued (in shares) | 12,500 | 10,000 | 15,107 | ||||||||
Exercise price (in dollars per share) | $ 3.04 | $ 2.33 | $ 0.95 | ||||||||
Term Loan Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant issued (in shares) | 126,993 | ||||||||||
Exercise price (in dollars per share) | $ 7.0871 | ||||||||||
Warrants to purchase common stock outstanding ( in shares) | 0 | ||||||||||
Line of Credit | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 3.25% | 3.25% | |||||||||
Secured Debt | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 45,000,000 | $ 7,500,000 | |||||||||
Proceeds from term loan | $ 2,367,500 | 5,132,500 | |||||||||
Total borrowings | $ 7,500,000 | ||||||||||
Debt instrument covenant, minimum unrestricted cash balance | $ 15,000,000 | ||||||||||
Debt instrument covenant, retail gross margin percentage | 8.00% | ||||||||||
Repayment of term loan | $ 5,000,000 | ||||||||||
Loss on extinguishment of convertible note | $ 202,723 | ||||||||||
Secured Debt | Line of Credit | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 8.50% | ||||||||||
Letter of Credit | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 4,000,000 | $ 4,000,000 | $ 11,000,000 | ||||||||
Current borrowing capacity | $ 2,768,000 | $ 2,571,667 | $ 2,768,000 |
DEBT - Amounts Outstanding Un_2
DEBT - Amounts Outstanding Under Long Term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 |
Debt Instrument [Line Items] | ||||
Total | $ 120,757,000 | $ 120,334,222 | $ 7,500,000 | |
Less: current portion | 0 | 0 | (3,750,000) | |
Long-term term loan | 120,757,000 | 120,334,222 | 3,750,000 | |
Secured Debt | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | $ 7,500,000 | |||
Secured Debt | New Term loan, matures August 2025 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | 43,386,000 | 43,286,747 | 0 | |
Secured Debt | 7th Amendment term loan, matures December 2022 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Total | 0 | 7,500,000 | ||
Convertible Debt | PIPE Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Total | $ 77,371,000 | $ 77,047,475 | $ 0 |
DEBT - Aggregate Principal Ma_2
DEBT - Aggregate Principal Maturities of Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | |||
2022 | $ 0 | $ 0 | |
2023 | 0 | 0 | |
2024 | 43,386,000 | 0 | |
2025 | 77,371,000 | 43,286,747 | |
2026 | 77,047,475 | ||
Total | $ 120,757,000 | $ 120,334,222 | $ 7,500,000 |
REVENUE RECOGNITION - Narrati_2
REVENUE RECOGNITION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities (deferred revenue) | $ 1,904,000 | $ 2,020,351 | $ 2,435,909 | ||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | 187,173,834 | $ 173,992,897 |
Number of reportable segments | segment | 2 | 2 | |||
Subscription Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Membership term | 12 months | 12 months | |||
Contract liabilities (deferred revenue) | $ 671,000 | $ 751,989 | 728,207 | 308,406 | |
Outbound delivery fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 319,000 | 472,000 | 1,452,400 | 3,735,551 | 1,798,394 |
Marketing fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 371,000 | $ 359,000 | $ 1,518,533 | $ 1,486,848 | $ 1,393,871 |
REVENUE RECOGNITION- Performa_2
REVENUE RECOGNITION- Performance Obligations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Floor license fees | $ 10,500,000 | ||
Implementation Fee | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue remaining performance obligations | $ 1,667,755 | ||
Revenue performance obligation period | 5 years | ||
Floor license fees | $ 1,668,000 | ||
Implementation Fee | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue remaining performance obligations | $ 1,667,755 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Maintenance | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue remaining performance obligations | $ 1,103,226 | ||
Revenue performance obligation period | 5 years | 5 years | |
Floor license fees | $ 60,000 | ||
Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue remaining performance obligations | $ 240,000 | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||
Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
REVENUE RECOGNITION - Contrac_2
REVENUE RECOGNITION - Contract Assets and Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Unbilled receivables | $ 11,044,000 | $ 8,890,888 | $ 0 |
Contract liabilities (deferred revenue) | $ 1,904,000 | $ 2,020,351 | $ 2,435,909 |
REVENUE RECOGNITION - Revenue_2
REVENUE RECOGNITION - Revenue Disaggregation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 |
Direct Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 39,823,000 | 36,273,000 | 139,647,865 | 176,836,569 | 143,749,787 |
Channel Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | 4,573,000 | 3,602,000 | 17,341,244 | 10,337,265 | 30,243,110 |
Software & Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenue | $ 2,250,000 | $ 982,000 | $ 20,277,568 | $ 0 | $ 0 |
INCOME TAXES - Schedule of Loss
INCOME TAXES - Schedule of Loss before Income Tax (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Domestic | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) | ||
Foreign | 0 | 0 | 0 | ||
Loss before income taxes | $ (36,211,000) | $ (14,205,000) | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | |||||
Federal income tax, current | $ 0 | $ 0 | $ 0 | ||
Federal income tax, deferred | 0 | 0 | 0 | ||
Federal income tax | 0 | 0 | 0 | ||
State | |||||
State income tax, current | 0 | 0 | 0 | ||
State income tax, deferred | 0 | 0 | 0 | ||
State income tax | 0 | 0 | 0 | ||
Foreign | |||||
Foreign income tax, current | 0 | 0 | 0 | ||
Foreign income tax, deferred | 0 | 0 | 0 | ||
Foreign income tax | 0 | 0 | 0 | ||
Current | 0 | 0 | 0 | ||
Deferred | 0 | 0 | 0 | ||
Total | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | ||
Permanent items | (4.74%) | (2.74%) | (0.02%) | ||
State taxes (net of federal benefit) | 0.07% | 0.00% | 0.00% | ||
Deferred rate change | 0.00% | 0.00% | (0.02%) | ||
Valuation allowance | (15.79%) | (17.28%) | (20.28%) | ||
Stock-based compensation | (0.54%) | (0.98%) | (0.68%) | ||
Total provision and effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Social security tax, employer, deferral, CARES Act | $ 834,430 | ||
Increase in valuation allowance | $ 13,700,805 | $ 6,796,688 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 299,375,124 | 345,369,901 | |
Operating loss carryforwards, subject to expiration | 161,064,722 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 158,533,956 | $ 184,664,686 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 23,161 | $ 49,815 |
Accrued expenses | 204,937 | 220,548 |
Inventory | 101,093 | 116,354 |
Deferred rent | 109,261 | 151,089 |
Lease liability | 43,254 | 62,499 |
Warrants | 0 | 463,701 |
Stock-based compensation | 683,139 | 202,722 |
Charitable contributions | 564,974 | 460,274 |
Net operating losses | 82,617,414 | 71,553,413 |
Payroll tax deferral | 101,126 | 202,385 |
Disallowed interest expense | 853,857 | 216,444 |
Transaction costs | 1,528,027 | 0 |
Total deferred tax assets | 86,830,243 | 73,699,244 |
Less: valuation allowance | (85,757,888) | (72,057,082) |
Net deferred tax assets | 1,072,355 | 1,642,162 |
Deferred tax liabilities: | ||
Intangible assets | (649,050) | (839,927) |
Property and equipment | (423,305) | (802,235) |
Total deferred tax liabilities | (1,072,355) | (1,642,162) |
Net deferred tax assets/liabilities | $ 0 | $ 0 |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 1,348,904 | $ 1,348,904 | $ 1,372,064 |
Increases based on tax positions during the current period | 0 | 0 | 301,847 |
(Decreases) based on tax positions during the current period | 0 | 0 | (325,007) |
Ending balance | $ 1,348,904 | $ 1,348,904 | $ 1,348,904 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Commitments (Details) | Dec. 31, 2021USD ($) |
Lease Obligation | |
2022 | $ 4,478,016 |
2023 | 2,919,511 |
2024 | 1,742,148 |
2025 | 1,768,962 |
2026 | 1,710,581 |
Thereafter | 2,921,321 |
Total future minimum lease payments | $ 15,540,539 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Dec. 08, 2021USD ($)shares | Dec. 01, 2021USD ($)period | Jun. 13, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2022USD ($) | Nov. 28, 2021$ / shares |
Loss Contingencies [Line Items] | ||||||||
Operating lease rent expense | $ 3,323,677 | $ 3,202,308 | $ 3,004,423 | |||||
Loss contingency, estimate of possible loss | 1,399,000 | $ 1,399,000 | $ 1,399,000 | |||||
Service agreements, term (years) | 5 years | |||||||
Number of shares issued (in shares) | shares | 3,250,000 | 3,250,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 10 | $ 7 | ||||||
Amount due | $ 15,000,000 | |||||||
Palantir Technologies Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Master Subscription Agreement, contractual amount | $ 20,000,000 | $ 20,000,000 | ||||||
Service agreements, term (years) | 5 years | |||||||
Prepayment of Master Subscription Agreement | $ 4,000,000 | 15,000,000 | ||||||
Google LLC | Google Cloud Platform | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of commitment periods | 3 | 3 | ||||||
Term of other commitment | 12 months | 12 months | ||||||
Commitment first year | $ 2,000,000 | $ 2,000,000 | 2,800,000 | |||||
Commitment second year | 4,500,000 | |||||||
Commitment third year | $ 8,500,000 | |||||||
Other commitment | $ 15,000,000 | $ 14,360,000 | ||||||
Private Placement | Palantir Technologies Inc | Common Class A | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of shares issued (in shares) | shares | 2,000,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Aggregate consideration | $ 20,000,000 |
ACQUISITIONS- Narrative (Detail
ACQUISITIONS- Narrative (Details) - USD ($) | Dec. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Contingent consideration | $ 0 | $ 12,644,170 | $ 0 | |
MaxDelivery LLC | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Cash - PIPE Convertible Notes | $ 4,000,000 | 4,000,000 | ||
Equity consideration | 3,000,000 | 3,000,000 | ||
Contingent consideration | $ 1,711,000 | 1,711,000 | ||
Acquisition related transaction costs | $ 92,322 |
ACQUISITIONS - Schedule of Allo
ACQUISITIONS - Schedule of Allocations of the Purchase Price (Details) - USD ($) | Dec. 09, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Consideration Transferred | |||||
Contingent consideration | $ 0 | $ 12,644,170 | $ 0 | ||
Assets and liabilities assumed: | |||||
Goodwill | 7,443,569 | $ 7,444,000 | $ 0 | ||
MaxDelivery LLC | |||||
Business Combination, Consideration Transferred | |||||
Cash consideration | $ 4,000,000 | 4,000,000 | |||
Equity consideration | 3,000,000 | 3,000,000 | |||
Contingent consideration | $ 1,711,000 | 1,711,000 | |||
Total purchase price consideration | 8,711,000 | ||||
Assets and liabilities assumed: | |||||
Accounts receivable | 78,980 | ||||
Other current assets | 186,162 | ||||
Fixed assets | 385,243 | ||||
Intangible assets | 1,350,000 | ||||
Goodwill | 7,443,569 | ||||
Total acquired assets | 9,443,954 | ||||
Accounts payable | (585,702) | ||||
Other current liabilities | (147,252) | ||||
Total allocation of purchase price consideration | 8,711,000 | ||||
MaxDelivery LLC | Customer Relationships | |||||
Assets and liabilities assumed: | |||||
Total allocation of purchase price consideration | 800,000 | ||||
MaxDelivery LLC | Trademarks And Technology | |||||
Assets and liabilities assumed: | |||||
Total allocation of purchase price consideration | $ 550,000 |
ACQUISITIONS - Schedule of Busi
ACQUISITIONS - Schedule of Business Acquisition, Pro Forma Information (Details) - MaxDelivery LLC - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma net revenue | $ 189,283,099 | $ 202,341,157 |
Pro forma net loss | $ (69,103,687) | $ (34,429,058) |
FORWARD PURCHASE AGREEMENT (Det
FORWARD PURCHASE AGREEMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 08, 2021 | Nov. 28, 2021 | Jun. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 66,915,204 | 15,554,790 | 66,915,204 | 66,915,204 | 66,647,242 | 9,392,361 | ||
Share price (in dollars per share) | $ 7 | $ 10 | ||||||
Exercise of stock, price per share return (in dollars per share) | 10 | |||||||
Sale of stock, VWAP trigger price floor (in dollars per share) | $ 5 | |||||||
Number of shares issued (in shares) | 3,250,000 | 3,250,000 | ||||||
Common Class A | ACM | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||
Gross proceeds of common stock | $ 6,878,000 | |||||||
Number of shares issued (in shares) | 734,702 | 233,593 | 734,702 | 501,109 | ||||
ACM | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share price (in dollars per share) | $ 7 | |||||||
Share price (in dollars per share) | $ 12 | |||||||
ACM | Common Class A | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares issued (in shares) | 6,504,768 | |||||||
Gross proceeds of common stock | $ 6,878,000 | $ 65,062,414 | $ 1,866,000 | $ 6,878,000 | $ 5,012,225 | |||
Share price (in dollars per share) | $ 10 | |||||||
Number of trading days | 20 days | |||||||
Number of consecutive trading days | 30 days | |||||||
Sale of stock, VWAP trigger price floor (in dollars per share) | $ 5 | |||||||
Fees per share (in dollars per share) | $ 0.20 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) | Dec. 08, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 09, 2021 | Aug. 04, 2021$ / sharesshares | Jun. 30, 2020shares | Apr. 30, 2016$ / sharesshares |
Class of Warrant or Right [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 15,554,790 | 66,915,204 | 66,647,242 | 9,392,361 | |||||||
Exchange ratio | 0.9498 | 0.9498 | |||||||||
Change in fair value of warrant liabilities | $ | $ 4,193,000 | $ 786,000 | $ 3,281,279 | $ 883,573 | $ (178,668) | ||||||
Warrants to purchase common shares | $ | 0 | 49,863 | $ 59,624 | ||||||||
Warrants to purchase preferred shares | $ | $ 0 | 2,072,536 | |||||||||
Common Stock Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 37,607 | 37,607 | 37,607 | ||||||||
Number of warrants surrendered (in shares) | 7,965 | ||||||||||
Change in fair value of warrant liabilities | $ | $ 132,672 | ||||||||||
Common Stock Warrants, Tranche One | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 29,546 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.01 | ||||||||||
Common Stock Warrants, Tranche Two | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 96 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.95 | ||||||||||
Series E-1 Preferred Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.0871 | ||||||||||
Number of warrants surrendered (in shares) | 94,760 | ||||||||||
Warrant issued (in shares) | 126,993 | 126,993 | |||||||||
Preferred stock, shares issued (in shares) | 32,233 | ||||||||||
Series C-1 Preferred Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 88,361 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 10.88 | ||||||||||
Change in fair value of warrant liabilities | $ | (66,271) | $ 13,254 | $ 52,183 | ||||||||
Warrants to purchase common shares | $ | 153,748 | $ 87,477 | |||||||||
Warrant issued (in shares) | 88,361 | ||||||||||
Series C-3 Preferred Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 1,102,752 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 10.88 | ||||||||||
Change in fair value of warrant liabilities | $ | (827,064) | $ 165,413 | |||||||||
Warrants to purchase common shares | $ | $ 1,918,788 | $ 1,091,724 | |||||||||
Warrant issued (in shares) | 1,102,752 | ||||||||||
Public and Private Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 18,525,000 | ||||||||||
Common stock, shares issued (in shares) | 1 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||||
Public Warrants | IPO | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 12,937,500 | ||||||||||
Private Warrants | Private Placement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants to purchase common stock outstanding ( in shares) | 18,524,179 | 5,587,500 |
WARRANTS - Significant Inputs t
WARRANTS - Significant Inputs to the Warrant Valuation (Details) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Common Stock Warrants | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 57 | 55 |
Common Stock Warrants | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1 | 2 |
Common Stock Warrants | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1.7 | 1.7 |
Common Stock Warrants | Expected dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0 | 0 |
Series C-1 Preferred Warrants | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 60 | 45 |
Series C-1 Preferred Warrants | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1 | 2 |
Series C-1 Preferred Warrants | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.1 | 1.6 |
Series C-3 Preferred Warrants | Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 60 | 45 |
Series C-3 Preferred Warrants | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1 | 2 |
Series C-3 Preferred Warrants | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.1 | 1.6 |
STOCKHOLDERS' DEFICIT AND MEZ_3
STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021directorshares | Dec. 31, 2021USD ($)directorVote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2022Vote$ / sharesshares | Dec. 08, 2021$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 600,000,000 | 66,486,210 | 600,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 66,647,242 | 9,392,361 | 66,915,204 | 15,554,790 | |||
Number of votes per share | Vote | 1 | 1 | |||||
Convertible preferred stock, shares authorized (in shares) | 60,000,000 | 41,387,260 | 60,000,000 | ||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Conversion of preferred stock (in shares) | 41,289,869 | ||||||
Convertible preferred stock, shares outstanding (in shares) | 40,255,926 | 0 | 40,255,926 | 0 | 34,541,150 | 33,672,045 | |
Dividend rate | 6.00% | ||||||
Dividends | $ | $ 0 | ||||||
Preferred stock, conversion, minimum proceeds from initial public offering | $ | $ 50,000,000 | ||||||
Number of members on board of directors | director | 8 | ||||||
Number of directors to be selected by holders of common stock | director | 4 | ||||||
Series B preferred stock | |||||||
Class of Stock [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 1 | ||||||
Series C with exception of Series C-3 | |||||||
Class of Stock [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 1 | ||||||
Series D-1 | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares authorized (in shares) | 8,894,451 | ||||||
Convertible preferred stock, shares outstanding (in shares) | 8,894,451 | ||||||
Number of directors to be selected by holders of stock series | director | 2 | 2 |
STOCKHOLDERS' DEFICIT AND MEZ_4
STOCKHOLDERS' DEFICIT AND MEZZANINE EQUITY - Schedule of Preferred Stock (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 41,387,260 | |||
Issued (in shares) | 40,255,926 | |||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 40,255,926 | 40,255,926 | 34,541,150 | 33,672,045 |
Temporary equity, ending balance | $ 0 | $ 0 | $ 325,602,000 | $ 325,200,758 | $ 282,185,326 | $ 271,051,511 |
Series A-1 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 4,168,647 | |||||
Issued (in shares) | 4,168,647 | |||||
Convertible preferred stock, shares outstanding (in shares) | 4,168,647 | |||||
Issuance Price Per Share | $ 1.56 | |||||
Temporary equity, ending balance | $ 6,490,026 | |||||
Liquidation Preference | $ 6,489,982 | |||||
Series A-2 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 1,893,035 | |||||
Issued (in shares) | 1,893,035 | |||||
Convertible preferred stock, shares outstanding (in shares) | 1,893,035 | |||||
Issuance Price Per Share | $ 0.58 | |||||
Temporary equity, ending balance | $ 1,090,840 | |||||
Liquidation Preference | $ 1,090,820 | |||||
Series A-3 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 541,863 | |||||
Issued (in shares) | 541,863 | |||||
Convertible preferred stock, shares outstanding (in shares) | 541,863 | |||||
Issuance Price Per Share | $ 0.83 | |||||
Temporary equity, ending balance | $ 442,374 | |||||
Liquidation Preference | $ 442,367 | |||||
Series B-1 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 4,870,769 | |||||
Issued (in shares) | 4,870,769 | |||||
Convertible preferred stock, shares outstanding (in shares) | 4,870,769 | |||||
Issuance Price Per Share | $ 4.72 | |||||
Temporary equity, ending balance | $ 22,984,122 | |||||
Liquidation Preference | $ 22,984,071 | |||||
Series B-2 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 533,930 | |||||
Issued (in shares) | 533,930 | |||||
Convertible preferred stock, shares outstanding (in shares) | 533,930 | |||||
Issuance Price Per Share | $ 3.78 | |||||
Temporary equity, ending balance | $ 2,015,647 | |||||
Liquidation Preference | $ 2,015,641 | |||||
Series C-1 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 10,085,422 | |||||
Issued (in shares) | 10,001,485 | |||||
Convertible preferred stock, shares outstanding (in shares) | 10,001,485 | |||||
Issuance Price Per Share | $ 11.46 | |||||
Temporary equity, ending balance | $ 114,562,977 | |||||
Liquidation Preference | $ 114,587,113 | |||||
Series C-2 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 982,272 | |||||
Issued (in shares) | 982,272 | |||||
Convertible preferred stock, shares outstanding (in shares) | 982,272 | |||||
Issuance Price Per Share | $ 9.18 | |||||
Temporary equity, ending balance | $ 9,003,134 | |||||
Liquidation Preference | $ 9,003,124 | |||||
Series C-3 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 1,607,161 | |||||
Issued (in shares) | 559,764 | |||||
Convertible preferred stock, shares outstanding (in shares) | 559,764 | |||||
Issuance Price Per Share | $ 11.46 | |||||
Temporary equity, ending balance | $ 7,066,283 | |||||
Liquidation Preference | $ 6,412,106 | |||||
Series D-1 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 8,894,451 | |||||
Issued (in shares) | 8,894,451 | |||||
Convertible preferred stock, shares outstanding (in shares) | 8,894,451 | |||||
Issuance Price Per Share | $ 11.51 | |||||
Temporary equity, ending balance | $ 97,926,084 | |||||
Liquidation Preference | $ 102,340,201 | |||||
Series D-2 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 2,094,931 | |||||
Issued (in shares) | 2,094,931 | |||||
Convertible preferred stock, shares outstanding (in shares) | 2,094,931 | |||||
Issuance Price Per Share | $ 10.37 | |||||
Temporary equity, ending balance | $ 21,694,134 | |||||
Liquidation Preference | $ 21,694,112 | |||||
Series E-1 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 4,020,556 | |||||
Issued (in shares) | 4,020,556 | |||||
Convertible preferred stock, shares outstanding (in shares) | 4,020,556 | |||||
Issuance Price Per Share | $ 7.47 | |||||
Temporary equity, ending balance | $ 33,707,750 | |||||
Liquidation Preference | $ 30,000,000 | |||||
Series E-2 | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, shares authorized (in shares) | 1,694,223 | |||||
Issued (in shares) | 1,694,223 | |||||
Convertible preferred stock, shares outstanding (in shares) | 1,694,223 | |||||
Issuance Price Per Share | $ 4.86 | |||||
Temporary equity, ending balance | $ 8,217,388 | |||||
Liquidation Preference | $ 8,217,284 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)itemshares | Mar. 31, 2022USD ($)planshares | Dec. 31, 2021USD ($)planitem$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.59 | $ 1.44 | $ 1.49 | ||
Options, unrecognized compensation expense | $ | $ 3,994,756 | $ 3,004,000 | $ 3,994,756 | $ 3,490,761 | $ 6,321,143 |
Unrecognized expense expected period for recognition | 10 months 24 days | 1 year 1 month 2 days | 1 year 3 months 10 days | 1 year 4 months 20 days | |
Options exercised, intrinsic value | $ | $ 4,054,823 | $ 109,880 | $ 277,155 | ||
Options vested, fair value | $ | $ 1,875,000 | $ 1,414,334 | 2,558,269 | 1,581,077 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | 4 years | |||
Award expiration period | 10 years | 10 years | |||
Stock-based compensation expense | $ | $ 1,047,000 | $ 2,492,533 | $ 1,956,009 | $ 2,286,349 | |
Incremental expense | $ | $ 356,937 | ||||
Stock options | First anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 25.00% | 25.00% | |||
Stock options | 36 Months following first anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 36 months | ||||
Award vesting percentage | 75.00% | 75.00% | |||
Award expiration period | 36 months | ||||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-option awards granted (in shares) | 0 | 0 | 0 | ||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | 3 years | |||
Restricted Stock Units (RSUs) | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of executive officers granted awards | item | 2 | 2 | |||
Awards vested ( in shares) | 0 | 0 | |||
Restricted Stock Units (RSUs) | First anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 25.00% | ||||
Restricted Stock Units (RSUs) | 36 Months following first anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 36 months | ||||
Award vesting percentage | 75.00% | ||||
Time-Based RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-option awards granted (in shares) | 1,008,500 | ||||
Time-Based RSUs | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | 3 years | |||
Stock-based compensation expense | $ | $ 119,941 | $ 1,312,000 | |||
Unrecognized expense expected period for recognition | 3 years 7 days | 2 years 11 months 8 days | |||
Non-option awards granted (in shares) | 1,518,500 | 510,000 | |||
Non-option awards, unrecognized compensation expense | $ | 5,964,359 | $ 14,737,000 | $ 5,964,359 | ||
Price-Target RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-option awards granted (in shares) | 300,000 | ||||
Price-Target RSUs | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 2,821,000 | $ 1,035,944 | |||
Unrecognized expense expected period for recognition | 7 months 24 days | 10 months 24 days | |||
Non-option awards granted (in shares) | 1,070,000 | 770,000 | |||
Non-option awards, unrecognized compensation expense | $ | $ 4,732,496 | $ 4,352,000 | $ 4,732,496 | ||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock reserved for future issuance (in shares) | 2,004,969 | 2,004,969 | 2,004,969 | ||
Increase in shares available for issuance as a percentage | 1.00% | 1.00% | |||
Number of shares issued for option exercises and restricted stock purchase agreements (in shares) | 0 | 0 | |||
2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | plan | 1 | 1 | |||
Number of shares issued for option exercises and restricted stock purchase agreements (in shares) | 2,588,500 | 1,280,000 | |||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock reserved for future issuance (in shares) | 10,024,848 | 10,024,848 | 10,024,848 | ||
Increase in shares available for issuance as a percentage | 5.00% | 5.00% | |||
Number of shares available for grant (in shares) | 8,744,848 | 7,198,848 | 8,744,848 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock Options Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||||
Beginning balance (in shares) | 5,832,519 | 6,207,149 | 7,607,366 | 4,331,494 | |
Granted (in shares) | 237,500 | 1,307,713 | 1,172,294 | 4,342,214 | |
Exercised (in shares) | (351,462) | (52,435) | (105,867) | ||
Forfeited (in shares) | (164,235) | (1,330,881) | (2,520,076) | (960,475) | |
Ending balance (in shares) | 5,905,784 | 5,832,519 | 6,207,149 | 7,607,366 | 4,331,494 |
Vested and expected to vest as of December 31, 2021 (in shares) | 5,905,784 | 5,832,519 | |||
Exercisable as of December 31, 2021 (in shares) | 4,282,866 | 3,872,121 | |||
Weighted Average Exercise Price | |||||
Beginning balance (in dollars per share) | $ 3.30 | $ 3.13 | $ 2.94 | $ 2.43 | |
Granted (in dollars per share) | 10 | 4.93 | 3.16 | 3.37 | |
Exercised (in dollars per share) | 2.14 | 1.07 | 1.23 | ||
Ending balance (in dollars per share) | 3.56 | 3.30 | $ 3.13 | $ 2.94 | $ 2.43 |
Vested and expected to vest as of December 31, 2021 (in dollars per share) | 3.56 | 3.30 | |||
Exercisable as of December 31, 2021 (in dollars per share) | $ 3 | $ 1.35 | |||
Weighted Average Remaining Contractual Life | |||||
Options outstanding, weighted average remaining contractual life | 5 years 6 months 21 days | 5 years 7 months 13 days | 7 years 3 months 18 days | 8 years 2 months 1 day | 7 years 7 months 2 days |
Options vested and expected to vest, outstanding, weighted average remaining contractual life | 5 years 6 months 21 days | 5 years 7 months 13 days | |||
Options exercisable, weighted average remaining contractual life | 4 years 5 months 23 days | 4 years 7 months 17 days |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 58.00% | 51.80% | 47.40% | |
Expected term (in years) | 4 years 4 months 28 days | 5 years 11 months 26 days | 5 years 10 months 24 days | |
Risk-free interest rate | 0.80% | 0.30% | 1.80% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Level 1 | ||||
Assets: | ||||
Assets-cash & cash equivalents | $ 69,935,000 | $ 105,027,484 | $ 30,043,046 | $ 12,889,931 |
Assets-restricted cash | 2,768,000 | 2,767,471 | ||
Total Assets | 72,703,000 | 107,794,955 | 30,043,046 | 12,889,931 |
Liabilities: | ||||
Forward purchase option derivative | 0 | 0 | ||
Earnout liability | 0 | 0 | ||
Total Liabilities | 13,841,000 | 15,395,625 | 0 | 0 |
Level 1 | Public warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 13,841,000 | 15,395,625 | ||
Level 1 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 1 | Common stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 15,396,000 | 0 | 0 | |
Level 1 | Preferred stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | 0 | |
Level 2 | ||||
Assets: | ||||
Assets-cash & cash equivalents | 0 | 0 | 0 | 0 |
Assets-restricted cash | 0 | 0 | ||
Total Assets | 0 | 0 | 0 | 0 |
Liabilities: | ||||
Forward purchase option derivative | 0 | 0 | ||
Earnout liability | 0 | 0 | ||
Total Liabilities | 5,979,000 | 6,649,125 | 0 | 0 |
Level 2 | Public warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 2 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | 5,979,000 | 6,649,125 | ||
Level 2 | Common stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | 0 | |
Level 2 | Preferred stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 6,649,000 | 0 | 0 | |
Level 3 | ||||
Assets: | ||||
Assets-cash & cash equivalents | 0 | 0 | 0 | 0 |
Assets-restricted cash | 0 | 0 | ||
Total Assets | 0 | 0 | 0 | 0 |
Liabilities: | ||||
Forward purchase option derivative | 17,609,000 | 4,202,562 | ||
Earnout liability | 20,145,000 | 27,133,563 | ||
Total Liabilities | 37,754,000 | 31,337,000 | 2,122,399 | 1,238,825 |
Level 3 | Public warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 0 | ||
Level 3 | Private Warrants | ||||
Liabilities: | ||||
Warrant liabilities | $ 0 | 0 | ||
Level 3 | Common stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | 0 | 49,863 | 59,624 | |
Level 3 | Preferred stock warrants, outstanding | ||||
Liabilities: | ||||
Warrant liabilities | $ 0 | $ 2,072,536 | $ 1,179,201 |
FAIR VALUE MEASUREMENTS - Sch_4
FAIR VALUE MEASUREMENTS - Schedule of Changes in Level 3 Financial Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Forward purchase option derivative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | $ 4,202,562 | $ 0 |
Additions | 0 | 14,700,778 |
Changes in fair value | 13,406,000 | (10,498,216) |
Reclassified to equity | 0 | |
Ending balances | 17,609,000 | 4,202,562 |
Earnout liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | 27,133,563 | 0 |
Additions | 0 | 21,606,062 |
Changes in fair value | (6,989,000) | 5,527,501 |
Reclassified to equity | 0 | |
Ending balances | 20,145,000 | 27,133,563 |
Common stock warrants, outstanding | Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | 0 | 49,863 |
Additions | 0 | |
Changes in fair value | 231,149 | |
Reclassified to equity | (281,012) | |
Ending balances | 0 | |
Preferred stock warrants, outstanding | Warrant liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balances | $ 0 | 2,072,536 |
Additions | 0 | |
Changes in fair value | (1,766,370) | |
Reclassified to equity | (306,166) | |
Ending balances | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Warrants to purchase preferred shares | $ 0 | $ 2,072,536 |
NET LOSS PER SHARE - Schedule_3
NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Income (Loss) Per share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||||
Net loss | $ (36,211,000) | $ (14,205,000) | $ (69,222,605) | $ (34,436,576) | $ (65,402,000) |
Less: accretion adjustment | 0 | 401,000 | (2,039,144) | 1,090,294 | 1,155,122 |
Net loss attributable to common shareholders basic | (36,211,000) | (14,606,000) | (67,183,461) | (35,526,870) | (66,557,122) |
Net loss attributable to common shareholders diluted | $ (36,211,000) | $ (14,606,000) | $ (67,183,461) | $ (35,526,870) | $ (66,557,122) |
Weighted average shares outstanding: | |||||
Basic (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 |
Diluted (in shares) | 66,861,005 | 9,419,197 | 13,063,482 | 9,348,633 | 9,261,222 |
Basic net loss per common share (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) |
Diluted net loss per common share (in dollars per share) | $ (0.54) | $ (1.55) | $ (5.14) | $ (3.80) | $ (7.19) |
NET LOSS PER SHARE - Schedule_4
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 08, 2021 | |
Convertible Debt | PIPE Convertible Notes | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,291,667 | 0 | ||||
Conversion price (in dollars per share) | $ 12 | |||||
Series preferred stock, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 41,289,914 | 0 | 40,255,926 | 34,541,150 | |
Warrant | Common stock warrants, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 35,719 | 0 | 35,717 | 35,717 | |
Warrant | Preferred stock warrants, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 1,188,848 | 0 | 1,188,848 | 1,188,848 | |
Warrant | Private warrants, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 12,936,679 | 0 | 12,937,500 | 0 | 0 | |
Warrant | Public warrants, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,587,500 | 0 | 5,587,500 | 0 | 0 | |
Common stock options, outstanding | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,905,784 | 5,961,746 | 5,832,519 | 6,207,149 | 7,607,366 | |
Restricted Stock Units (RSUs) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,470,520 | 0 | 1,280,000 | 0 | 0 | |
Convertible Debt Securities | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,291,667 | 0 | 0 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) | Feb. 12, 2021USD ($) | Mar. 31, 2021USD ($)director | Dec. 08, 2021USD ($) | Dec. 31, 2021director | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 09, 2021 |
Related Party Transaction [Line Items] | |||||||
Exchange ratio | 0.9498 | 0.9498 | |||||
Advisory Services | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ 300,000 | ||||||
Affiliated Entity | Implementation Services for AEON | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from performance obligations | $ 7,300,000 | ||||||
Affiliated Entity | Implementation Services for AEON Malaysia | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from performance obligations | 4,500,000 | ||||||
Affiliated Entity | Maintenance Services for AEON Malaysia | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from transactions with related party, per month | $ 20,000 | ||||||
Series C-1 | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 1 | 1 | |||||
Series C-1 | Majority Shareholder | Inventory | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 3,180,000 | $ 11,752,870 | $ 12,880,934 | 13,879,944 | |||
Series C-1 | Majority Shareholder | Rebates and Incentives | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 102,000 | 214,258 | 908,867 | 1,674,169 | |||
Series D-1 | |||||||
Related Party Transaction [Line Items] | |||||||
Number of directors to be selected by holders of stock series | director | 2 | 2 | |||||
Series D-1 | Shareholder | Inventory | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 583,000 | 1,930,888 | 3,878,138 | 2,267,312 | |||
Series D-1 | Shareholder | Rebates and Incentives | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | $ 2,276,366 | 25,937 | 230,848 | ||||
Series D-1 | Shareholder | Dunnage | |||||||
Related Party Transaction [Line Items] | |||||||
Purchases from related party | $ 616,000 | $ 2,729,376 | $ 2,747,384 |
SEGMENT REPORTING (Details)_2
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | $ 46,626,000 | $ 40,858,000 | $ 177,266,677 | $ 187,173,834 | $ 173,992,897 | ||
Operating income (loss) | (29,010,000) | (13,292,000) | (49,042,810) | (28,686,762) | (65,693,323) | ||
Grocery net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 30,539,000 | 98,925,157 | |||||
Home & Household net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 12,688,000 | [1] | 53,352,950 | ||||
Other net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 1,169,000 | 4,711,003 | |||||
Software & Services net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 2,230,000 | 20,277,567 | |||||
Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 44,396,000 | 39,876,000 | 156,989,110 | 187,173,834 | 173,992,897 | ||
Operating income (loss) | (30,282,000) | (13,533,000) | (64,863,125) | (26,244,100) | (63,082,583) | ||
Retail | Grocery net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 30,539,000 | 98,925,157 | |||||
Retail | Home & Household net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 12,688,000 | [1] | 53,352,950 | ||||
Retail | Other net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 1,169,000 | 4,711,003 | |||||
Retail | Software & Services net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 173,692,897 | ||||||
Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 2,230,000 | [2] | 982,000 | [2] | 20,277,567 | 0 | 0 |
Operating income (loss) | 1,272,000 | $ 241,000 | 15,820,315 | $ (2,442,662) | (2,610,740) | ||
Software & Services | Grocery net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Software & Services | Home & Household net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | [1] | 0 | ||||
Software & Services | Other net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | 0 | 0 | |||||
Software & Services | Software & Services net revenue | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | $ 2,230,000 | $ 20,277,567 | |||||
Software & Services | |||||||
Segment Reporting Information [Line Items] | |||||||
Total net revenue | $ 300,000 | ||||||
[1] | Includes revenues related to our subscription services program, advertising and marketing fees, and third-party marketplace service fees. | ||||||
[2] | For information related to related party transactions, see Note 16. |