Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | Zevia PBC | |
Amendment Flag | false | |
Entity Central Index Key | 0001854139 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40630 | |
Entity Tax Identification Number | 86-2862492 | |
Entity Address, Address Line One | 15821 Ventura Blvd. | |
Entity Address, Address Line Two | Suite 145 | |
Entity Address, City or Town | Encino | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91436 | |
City Area Code | 855 | |
Local Phone Number | 469-3842 | |
Title of 12(b) Security | Class A common stock, par value $0.001 pershare | |
Trading Symbol | ZVIA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,067,111 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,142,350 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 28,818 | $ 43,110 |
Short-term Investments | 30,000 | 30,000 |
Accounts receivable, net | 13,423 | 9,047 |
Inventories | 32,421 | 31,501 |
Prepaid expenses and other current assets | 2,464 | 3,421 |
Total current assets | 107,126 | 117,079 |
Property and equipment, net | 4,069 | 3,664 |
Right-of-use assets under operating leases, net | 1,083 | 211 |
Intangible assets, net | 3,688 | 3,738 |
Other non-current assets | 514 | 301 |
Total assets | 116,480 | 124,993 |
Current liabilities: | ||
Accounts payable | 15,278 | 13,492 |
Accrued expenses and other current liabilities | 6,249 | 6,705 |
Current portion of operating lease liabilities | 608 | 236 |
Total current liabilities | 22,135 | 20,433 |
Operating lease liabilities, net of current portion | 484 | 1 |
Total liabilities | 22,619 | 20,434 |
Commitments and contingencies (Note 9) | ||
Permanent Equity (Deficit) | ||
Preferred Stock, $0.001 par value. 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021. | 0 | 0 |
Class A common stock value | 39 | 34 |
Class B common stock value | 28 | 30 |
Additional paid-in capital | 179,259 | 174,404 |
Accumulated deficit | (56,884) | (45,986) |
Total stockholder's equity | 122,442 | 128,482 |
Noncontrolling Interests | (28,581) | (23,923) |
Total equity | 93,861 | 104,559 |
Total liabilities and equity | $ 116,480 | $ 124,993 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 550,000,000 | 550,000,000 |
Common stock shares issued | 38,789,425 | 34,463,417 |
Common stock shares outstanding | 38,789,425 | 34,463,417 |
Common Class B [Member] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 250,000,000 | 250,000,000 |
Common stock shares issued | 28,142,350 | 30,113,152 |
Common stock shares outstanding | 28,142,350 | 30,113,152 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net sales | $ 38,034 | $ 30,694 |
Cost of goods sold | 23,413 | 16,506 |
Gross profit | 14,621 | 14,188 |
Operating expenses: | ||
Selling and marketing | 12,795 | 7,988 |
General and administrative | 10,129 | 5,676 |
Equity based compensation | 8,901 | 37 |
Depreciation and amortization | 351 | 244 |
Total operating expenses | 32,176 | 13,945 |
Income (loss) from operations | (17,555) | 243 |
Other income, net | 82 | 4 |
Income (loss) before income taxes | (17,473) | 247 |
Provision for income taxes | (12) | 0 |
Income (loss) and comprehensive income (loss) | (17,485) | 247 |
Loss (income) attributable to noncontrolling interest | 6,587 | (247) |
Net income (loss) attributable to Zevia PBC | $ (10,898) | $ 0 |
Net loss per share attributable to common stockholders, basic | $ (0.30) | |
Net loss per share attributable to common shareholders, diluted | $ (0.30) | |
Weighted average common units outstanding, basic | 36,883,037 | |
Weighted average common units outstanding, diluted | 36,883,037 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Units and Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Units [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Member Defecit [Member] | Noncontrolling Interest [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] |
Beginning Balance at Dec. 31, 2020 | $ (196,812) | |||||||
Vesting and release of common stock under equity incentive plans, net | $ 0 | |||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 26,322,803 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 232,457 | |||||||
Exercise of common units prior to reorganization | 10 | |||||||
Equity-based compensation prior to reorganization | 37 | |||||||
Net income loss prior to reorganisation | 247 | |||||||
Net income loss post reorganization | 247 | |||||||
Ending Balance at Mar. 31, 2021 | $ (196,518) | |||||||
Ending Balance at Mar. 31, 2021 | $ 232,457 | |||||||
Ending Balance (in shares) at Mar. 31, 2021 | 26,322,803 | |||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 34,463,417 | 30,113,152 | ||||||
Beginning Balance at Dec. 31, 2021 | 104,559 | $ 174,404 | $ (45,986) | $ (23,923) | $ 34 | $ 30 | ||
Vesting and release of common stock under equity incentive plans, net (in shares) | 2,298,547 | |||||||
Vesting and release of common stock under equity incentive plans, net | (2,130) | (2,133) | $ 3 | |||||
Exchange of Class B common stock for Class A common stock (in shares) | 1,970,802 | (1,970,802) | ||||||
Exchange of Class B common stock for Class A common stock | (1,929) | 1,929 | $ 2 | $ (2) | ||||
Exercise of stock options | $ 16 | 16 | ||||||
Exercise of stock options Shares | 57,037 | 56,659 | ||||||
Equity-based compensation | $ 8,901 | 8,901 | ||||||
Net income loss post reorganization | (17,485) | (10,898) | (6,587) | |||||
Ending Balance at Mar. 31, 2022 | $ 93,861 | $ 179,259 | $ (56,884) | $ (28,581) | $ 39 | $ 28 | ||
Ending Balance (in shares) at Mar. 31, 2022 | 38,789,425 | 28,142,350 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Operating activities: | |||
Net income (loss) | $ (17,485) | $ 247 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Non-cash lease expense | 149 | 136 | |
Depreciation and amortization | 351 | 231 | |
Amortization of debt issuance cost | 0 | 13 | |
Equity based compensation | 8,901 | 37 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (4,376) | (2,417) | |
Inventories | (920) | 734 | |
Prepaid expenses and other assets | 957 | (1,329) | |
Accounts payable | 1,645 | 1,200 | |
Accrued expenses and other current liabilities | (456) | (1,033) | |
Operating lease liabilities | (166) | (150) | |
Net cash used in operating activities | (11,400) | (2,331) | |
Investing activities: | |||
Purchases of property and equipment | (565) | (254) | |
Net cash used in investing activities | (565) | (254) | |
Financing activities: | |||
Proceeds from revolving line of credit | [1] | 0 | 29,466 |
Repayment of revolving line of credit | [1] | 0 | (29,466) |
Payment of debt issuance costs | (213) | 0 | |
Minimum tax withholding paid on behalf of employees for net share settlement | (2,130) | 0 | |
proceeds from exercise of common units | 0 | 10 | |
Proceeds from exercise of stock options | 16 | 0 | |
Net cash (used in) provided by financing activities | (2,327) | 10 | |
Net change from operating, investing, and financing activities | (14,292) | (2,575) | |
Cash and cash equivalents at beginning of period | 43,110 | 14,936 | |
Cash and cash equivalents at end of period | 28,818 | 12,361 | |
Non-cash investing and financing activities | |||
Capital expenditures included in accounts payable | 141 | 0 | |
Non-cash financing activities | |||
Conversion of Class B common stock to Class A common stock | 1,929 | 0 | |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 1,021 | 0 | |
Unpaid IPO offering costs | 0 | 1,020 | |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | $ 0 | $ 36 | |
[1] | (1) Zevia PBC’s revolving line of credit provides for daily drawdowns and repayments of amounts outstanding. As of March 31, 2022, no amounts were outstanding due to the termination of the line of credit in July 2021 and no amounts drawn from the new Secured Revolving Line of Credit. Consistent with the provisions of ASC Topic 230, Statement of Cash Flows, Zevia PBC has presented daily draw-downs and repayments under its revolving line of credit with its lender on a gross basis in the statement of cash flows for the period ended March 31, 2021. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | Mar. 31, 2022USD ($) |
Revolving Credit Facility Member | |
Line of credit | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Description of Business and Basis of Presentation | 1. DESCRIPTION OF BUSINESS Organization and operations Zevia PBC (the "Company") develops, markets, sells, and distributes a wide variety of zero calorie, non-GMO verified, carbonated and non-carbonated soft drinks and other beverages under the Zevia® brand name. Zevia PBC’s products are sold principally in the United States and Canada through various retailer channels (both brick-and-mortar and e-commerce), including grocery stores, natural products stores, warehouse clubs, and specialty outlets. Zevia PBC’s products are manufactured and generally maintained at third-party beverage production and warehousing facilities located in both the United States and Canada. Initial Public Offering On July 21, 2021, the registration statement on Form S-1 of Zevia PBC was declared effective by the SEC related to the initial public offering ("IPO") of its Class A common stock. On July 22, 2021, the Company’s Class A common stock began trading on the New York Stock Exchange under the ticker symbol “ZVIA”. The Company completed the IPO of 10,700,000 shares of its Class A common stock at an offering price of $ 14.00 per share on July 26, 2021. The Company received aggregate net proceeds of approximately $ 139.7 million after deducting underwriting discounts and commissions of $ 10.1 million. Immediately following the closing of the IPO on July 26, 2021, Zevia LLC became the predecessor of the Company for financial reporting purposes. The Company is a holding company, and its sole material asset is its controlling equity interest in Zevia LLC. As the sole managing member of Zevia LLC, the Company operates and controls all of the business and affairs of Zevia LLC. This reorganization is accounted for as a reorganization of entities under common control. As a result, the condensed consolidated financial statements of the Company recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical financial statements of Zevia LLC. The Company has consolidated Zevia LLC in its financial statements and records a noncontrolling interest related to the Class B units held by the Class B stockholders on its condensed consolidated balance sheets and statement of operations. As of March 31, 2022, the Company holds an economic interest of 58.0 % in Zevia LLC and the remaining 42.0 % represents the non-controlling interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by US GAAP for complete financial statements and are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or any other future fiscal year. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures, including certain notes, required by US GAAP that are required on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been or omitted pursuant to such rules and regulations. Therefore, these interim financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2021 and accompanying notes included in the Company's 2021 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the condensed consolidated financial statements for the periods presented have been reflected. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiary, Zevia LLC, that it controls due to ownership of a majority voting interest. All intercompany transactions and balances have been eliminated in consolidation. The Company owns a majority economic interest in, and operates and controls all of the business and affairs of, Zevia LLC. Accordingly, the Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification ("ASC") Topic 810, Consolidation . In connection with the IPO, the Company completed certain reorganization transactions (the “Reorganization Transactions") described in the Annual Report, which were accounted for consistent with a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Reorganization Transactions are prepared “as if” Zevia LLC is the accounting predecessor of the Company. The historical operations of Zevia LLC are deemed to be those of the Company. Thus, the condensed consolidated financial statements included in this report reflect (i) the historical operating results and financial position of Zevia LLC prior to the Reorganization Transactions; (ii) the condensed consolidated results of operations and financial position of the Company and Zevia LLC following the Reorganization Transactions; and (iii) the Company's equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded. Reclassifications Certain amounts from prior periods have been reclassified in the condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statement of cash flows to conform to the current period presentation. For the activity in the periods prior to the IPO and Reorganization Transactions, common stock, additional paid-in capital, and accumulated deficit information has been combined and presented as member’s deficit in the accompanying condensed consolidated balance sheets and condensed consolidated statements of changes in redeemable convertible preferred units and stockholders' equity (deficit). Consolidated Statement of Operations and Comprehensive Income (Loss): The following table presents the reclassifications made to the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss): (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) General and administrative $ 5,713 $ ( 37 ) $ 5,676 Equity-based compensation — 37 37 Condensed Consolidated Statements of Cash Flows: The following table presents the reclassifications made to the Condensed Consolidated Statement of Cash Flows: (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) Non-cash lease expense $ — $ 136 $ 136 Changes in operating assets and liabilities: Right of use asset 136 ( 136 ) — Accounts payable 1,157 43 1,200 Accrued expenses and other current liabilities ( 2,141 ) 1,108 ( 1,033 ) Operating lease liabilities 18 ( 168 ) ( 150 ) Other current liabilities 1,151 ( 1,151 ) — Operating lease liabilities, net of current portion ( 168 ) 168 — Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported amount of net sales and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company relate to net sales and associated cost recognition; the useful lives assigned to and the recoverability of property and equipment; reserves recorded for inventory obsolescence; the incremental borrowing rate for lease liabilities; allowance for doubtful accounts; recoverability of intangible assets, realization of deferred tax assets, and the determination of the fair value of equity instruments, including redeemable convertible preferred and common units, restricted unit awards, and equity-based compensation awards. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of its assets and liabilities. As of March 31, 2022 , the Company’s operations have been impacted by the COVID-19 pandemic to a significant extent with respect to broad-based inflation in input costs, logistics, manufacturing and labor costs. During the three months ended March 31, 2022, the Company experienced supply chain disruptions and a significant inflationary impact, which have created headwinds the Company expects to continue into 2022. The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations, particularly if the COVID-19 pandemic continues and persists for an extended period of time. Recent accounting pronouncements The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Pronouncements – Recently Adopted In April 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-04, which included Topic 260, Earnings Per Share and Topic 718, Compensation - Stock Compensation . This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2021-04 as of January 1, 2022. The adoption of ASU 2021-04 did not have a significant impact on the Company's financial statements as the Company does not have freestanding equity-classified written call options. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes . This ASU improves areas of US GAAP and reduces cost and complexity while maintaining usefulness. The main provisions remove certain exceptions, including the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. In addition, the amendments simplify income tax accounting in the areas such as income based franchise taxes, eliminating the requirements to allocate consolidated current and deferred tax expense in certain instances and a requirement that an entity reflects the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This ASU is effective for private companies for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company adopted ASU 2019-12 as of January 1, 2022. The adoption of ASU 2019-12 did not have a significant impact on the Company’s financial statements. Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU provides for a new impairment model that requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for private companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. The Company currently does not expect this guidance to have a significant impact on the Company’s financial statements as it does not have a history of material credit losses. Any other recently issued accounting pronouncements are neither relevant, nor expected to have a material impact on the Company’s financial statements. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. REVENUES Disaggregation of Revenue The following table disaggregates the Company’s sales by channel: Three Months Ended March 31, (in thousands) 2022 2021 Retail sales $ 34,164 $ 25,867 Online/e-commerce 3,870 4,827 Net sales $ 38,034 $ 30,694 The following table disaggregates the Company’s sales by geographic location: Three Months Ended March 31, (in thousands) 2022 2021 United States $ 34,189 $ 27,723 Canada 3,845 2,971 Net sales $ 38,034 $ 30,694 Contract liabilities The Company did no t have any material unsatisfied performance obligations as of March 31, 2022 and December 31, 2021 , respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES Inventories consist of the following as of: (in thousands) March 31, 2022 December 31, 2021 Raw materials $ 11,246 $ 10,193 Finished goods 21,175 21,308 Inventories $ 32,421 $ 31,501 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following as of: (in thousands) March 31, 2022 December 31, 2021 Land $ 336 $ 336 Leasehold improvements 463 463 Computer equipment and software 2,796 2,254 Furniture and equipment 524 521 Vehicles 156 38 Quality control and marketing equipment 703 532 Buildings and improvements 1,474 1,443 Assets not yet placed in service 280 456 6,732 6,043 Less accumulated depreciation ( 2,663 ) ( 2,379 ) Property and equipment, net $ 4,069 $ 3,664 For the three months ended March 31, 2022 and 2021, depreciation expense, including the amortization of leasehold improvements, amounted to approximately $ 0.3 million and $ 0.2 million, respectively. These amounts are included under depreciation and amortization in the accompanying condensed consolidated statements of operations and comprehensive income (loss) . |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | 6. INTANGIBLE ASSETS, NET The following table provides information pertaining to the Company’s intangible assets as of: (in thousands) March 31, 2022 December 31, 2021 Customer relationships $ 3,007 $ 3,007 Accumulated amortization ( 2,319 ) ( 2,269 ) 688 738 Trademarks 3,000 3,000 Intangible assets, net $ 3,688 $ 3,738 For the three months ended March 31, 2022 and 2021 , total amortization expense amounted to $ 0.1 million and $ 0.1 million, respectively. No impairment losses have been recorded on any of the Company’s intangible assets for the three months ended March 31, 2022 and 2021. Amortization expense for intangible assets with definite lives is expected to be as follows: (in thousands) Remainder of 2022 $ 150 2023 200 2024 200 2025 138 Expected amortization expense for intangible assets with definite lives $ 688 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT ABL Credit Facility On February 22, 2022, Zevia LLC (the "Borrower") obtained a revolving credit facility (the “Secured Revolving Line of Credit") by entering into a Loan and Security Agreement with Bank of America, N.A. (the "Loan and Security Agreement"). The Borrower may draw loans under the Secured Revolving Line of Credit up to an amount not to exceed the lesser of (i) a $ 20 million revolving commitment and (ii) a borrowing base which is comprised of inventory and receivables. Up to $ 2 million of the Secured Revolving Line of Credit may be used for letter of credit issuances and the Borrower has the option to increase the commitment under the Secured Revolving Line of Credit by up to $ 10 million, subject to certain conditions. The Secured Revolving Line of Credit matures in five years on February 22, 2027. There have been no amounts drawn from the Secured Revolving Line of Credit. Loans under the Secured Revolving Line of Credit bear interest based on either, at the Borrower’s option, the Bloomberg Short-Term Bank Yield Index rate plus an applicable margin between 1.50 % to 2.00 % or the Base Rate (customarily defined) plus an applicable margin between 0.50 % to 1.00 % with margin, in each case, determined by the average daily availability under the Secured Revolving Line of Credit. The Borrower is required under the Secured Revolving Line of Credit to comply with certain covenants, including, among others, by maintaining Liquidity (as defined therein) of $ 7 million at all times until December 31, 2023. Thereafter, the Borrower must satisfy a financial covenant requiring a minimum fixed charge coverage ratio of 1.00 to 1.00 as of the last day of any fiscal quarter following the occurrence of certain events of default that are continuing or any day on which availability under the Secured Revolving Line of Credit is less than the greater of $ 3 million and 17.5 % of the borrowing base, and must again satisfy such financial covenant as of the last day of each fiscal quarter thereafter until such time as there are no events of default and availability has been above such threshold for 30 consecutive days. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. LEASES The Company leases office space and vehicles. The leases have remaining lease terms of four to 21 months . On March 25, 2022, the Company entered into an amendment to the lease for our corporate offices to extend the term through December 31, 2023, and expand the total square footage from 17,923 square feet to 20,185 square feet commencing on May 1, 2022. The Company’s recognized lease costs include: Three Months Ended March 31, (in thousands) 2022 2021 Income Statement Operating lease cost (1) $ 151 $ 151 (1) Operating lease cost is recorded within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) . Three Months Ended March 31, 2022 2021 Weighted-average remaining lease term (months) 19.8 13.4 Weighted-average discount rate 7.56 % 7.56 % The Company’s variable lease costs and short-term lease costs were not material. The Company is obligated under various non-cancellable lease agreements providing for office space and vehicles that expire at various dates through 2023. Maturities of lease payments under non-cancellable leases were as follows: (in thousands) March 31, 2022 2022 $ 501 2023 661 Total lease payments 1,162 Less Imputed Interest ( 70 ) Present value of lease liabilities $ 1,092 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 9. COMMITMENTS AND CONTINGENCIES Purchase commitments As of March 31, 2022 the Company does not have any material agreements with suppliers for the purchase of raw material with minimum purchase quantities. Legal proceedings The Company is involved from time to time in various claims, proceedings, and litigation. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has not identified any material legal matters where it believes an unfavorable material outcome is reasonably possible and/or for which an estimate of possible losses can be made. Management does not believe that the resolution of these matters would have a material impact on the condensed consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Balance Sheet Components | 10. BALANCE SHEET COMPONENTS Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: (in thousands) March 31, 2022 December 31, 2021 Accrued employee compensation benefits $ 2,114 $ 3,032 Accrued other 4,135 3,673 Total $ 6,249 $ 6,705 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefit Plan | 11. EQUITY-BASED COMPENSATION In connection with the IPO, the Company assumed all outstanding equity awards of Zevia LLC on a one-to-two basis and assumed all equity incentive plans and related award agreements from Zevia LLC. In July 2021, prior to the IPO, the Company adopted the Zevia PBC 2021 Equity Incentive Plan (the “2021 Plan") under which the Company may grant options, stock appreciation rights, restricted stock units (RSUs), restricted stock awards, other equity-based awards and incentive bonuses to employees, officers, non-employee directors and other service providers of the Company and its affiliates. The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year beginning in 2022 and ending with a final increase in 2031 in an amount equal to the lesser of: (i) 5 % of the total number of shares of Class A Common Stock outstanding on the preceding December 31, and (ii) a smaller number of shares determined by the Company's Board of Directors. In October and November 2021, the Company amended outstanding RSU awards and outstanding stock options held by certain senior management employees, in each case, to provide for accelerated vesting upon the holder’s retirement on or after January 17, 2022. For this purpose, “retirement” generally includes a resignation after the holder has reached 50 years of age with at least 10 years of service to the Company, so long as the holder provides a one-year advance notice of such retirement, unless otherwise waived by the Company's Board of Directors . As of March 31, 2022, the 2021 Plan provides for future grants and/or issuances of up to approximately 4.2 million shares of our common stock. Stock-based awards under our employee compensation plans are made with newly issued shares reserved for this purpose. Stock Options The Company uses a Black-Scholes valuation model to measure stock option expense as of each respective grant date. Generally, stock option grants vest ratably over four years, have a ten-year term, and have an exercise price equal to the fair market value as of the grant date. The fair value of stock options is amortized to expense over the vesting period. The fair value of stock option awards granted was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Three Months Ended March 31, 2022 Stock price $ 4.12 Exercise Price $ 4.12 Expected term (years) (1) 6.25 Expected volatility (2) 64.8 % Risk-Free interest rate (3) 2.2 % Dividend yield (4) 0.0 % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. A summary of stock option activity for the three months ended March 31, 2022: Shares Weighted average exercise price Weighted average remaining life Intrinsic value (in thousands) Outstanding Balance as of January 1, 2022 1,409,693 $ 2.30 Granted 539,156 $ 4.12 Exercised ( 57,037 ) $ 0.28 Forfeited and expired ( 3,128 ) $ 8.40 Balance as of March 31, 2022 1,888,684 $ 2.87 7.7 $ 4,940 Exercisable at the end of the period 922,505 $ 0.72 6.1 $ 3,782 Vested and expected to vest 1,888,684 $ 2.87 7.7 $ 4,940 The total intrinsic values of options exercised during the three months ended March 31, 2022 was $ 0.3 million. As of March 31, 2022, total unrecognized compensation expense related to unvested stock options was $ 2.4 million , which is expected to be recognized over a weighted-average period of 3.5 years. Restricted Phantom Units and Restricted Stock Units In July 2021, the Company’s Board of Directors approved an amendment to 2,422,644 restricted phantom units (the "Restricted Phantom Units") previously granted by Zevia LLC (the “Phantom Unit Amendment"). The Phantom Unit Amendment changed the settlement feature of all outstanding Restricted Phantom Units so that following vesting, each award Restricted Phantom Units would be settled in shares of Class A common stock having a fair market value equal to (i) the number of Restricted Phantom Units subject to such award, multiplied by (ii) the difference between the fair market value of a share of Class A common stock and the grant date price per Restricted Phantom Unit . All other terms related to the Restricted Phantom Units remained unchanged. As a result of the Phantom Unit Amendment, the estimated fair value of the modified awards were $ 33.9 million and were recognized as expense over the vesting period subsequent to the performance condition being met. In March 2021, the Company's Board of Directors also approved an amendment to the RSUs granted in August 2020 ("the RSU Amendment"). The RSU Amendment changes the vesting of such RSUs to occur as follows: (i) in the event of a change of control, the RSUs shall vest effective as of such change of control or (ii) in the event of an IPO, the RSUs shall vest in equal monthly installments over a 36-month period following the termination of any lockup period and shall be subject to the participant’s continued employment through such vesting date. Additionally, settlement shall occur within 30 days following the vesting of the RSUs and the participant shall be entitled to receive one share of Class A common stock for each vested RSU. All other terms remained unchanged. As a result of the RSU Amendment, the estimated fair value of the modified awards were $ 48.9 million and are being recognized as expense over the vesting period subsequent to the performance condition being met. RSU activity during the three months ended March 31, 2022 was as follows: Shares Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Balance unvested shares at January 1, 2022 7,981,444 $ 5.33 Granted 505,685 $ 4.12 Vested ( 4,675,894 ) $ 6.10 Balance unvested at March 31, 2022 3,811,235 $ 4.23 17,417 Expected to vest at March 31, 2022 3,811,235 $ 4.23 17,417 As of March 31, 2022, total unrecognized compensation expense related to unvested RSUs was $ 25.4 million , which is expected to be recognized over a weighted-average period of 2.90 years. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Units | 3 Months Ended |
Mar. 31, 2022 | |
Redeemable Convertible Preferred Units [Abstract] | |
Redeemable Convertible Preferred Units | 12. REDEEMABLE CONVERTIBLE PREFERRED UNITS In November 2020, the Company entered into a securities purchase agreement with a certain accredited investor, pursuant to which it sold and issued approximately 11.9 million units of its newly created Series E redeemable convertible preferred unit ("the Series E Financing") at a purchase price of $ 16.87 per unit ("the Series E Unit Price"). The aggregate gross proceeds from the Series E Financing were approximately $ 200.0 million. The Company incurred issuance costs of approximately $ 9.6 million during the year ended December 31, 2020 in connection with the Series E Financing and Tender Offer (as defined below), which were recorded as a reduction of the Series E redeemable convertible preferred unit balance. In connection with the closing of the Series E Financing in December 2020, the Company used approximately $ 175.0 million of the proceeds from the Series E Financing to repurchase outstanding common units, vested common unit options and redeemable convertible preferred units from certain existing unit holders. The repurchase occurred through a tender offer made by the Company following the closing of the Series E Financing (the "Tender Offer"). The Tender Offer was made to certain existing equity holders of the Company to repurchase common and redeemable convertible preferred units and vested option units from such equity holders at a gross repurchase price equal to the Series E Unit Price. The repurchased redeemable convertible preferred and common units were retired and considered authorized, but not issued or outstanding pursuant to the Company’s Eleventh Amended and Restated Limited Liability Company Agreement. In connection with the IPO and the reorganization transaction, all outstanding preferred units were reclassified into a single class of common units and each common unit outstanding after giving effect thereto was reclassified as two Class B units on a one-to-two basis. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 13. SEGMENT REPORTING The Company has one operating and reporting segment which operates as a product portfolio with a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker ("CODM"); how the business is defined by the CODM; the nature of the information provided to the CODM and how that information is used to make operating decisions; and how resources and performance are accessed. The Company’s CODM is the Chief Executive Officer. The results of the operations are provided to and analyzed by the CODM at the Company's level and accordingly, key resource decisions and assessment of performance are performed at the Company's level. The Company has a common management team across all product lines and does not manage these products as individual businesses and as a result, cash flows are not distinct. |
Major Customers, Accounts Recei
Major Customers, Accounts Receivable And Vendor Concentration | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Major Customers, Accounts Receivable And Vendor Concentration | 14. MAJOR CUSTOMERS, ACCOUNTS RECEIVABLE AND VENDOR CONCENTRATION The table below represents the Company’s major customers which accounted for more than 10 % of total net sales for the periods: Three Months Ended March 31, 2022 2021 Customer A 19 % 16 % Customer B 10 % 17 % Customer C * 14 % Customer D * 11 % The table below represents the Company’s customers which accounted for more than 10 % of total accounts receivable, net as of: March 31, 2022 December 31, 2021 Customer A 14 % * Customer B 13 % 13 % Customer D 16 % 15 % Customer E * 11 % Customer F * 12 % The table below represents raw material vendors that accounted for more than 10 % of all raw material purchases for the periods: Three Months Ended March 31, 2022 2021 Vendor A 27 % 33 % Vendor B 20 % 22 % Vendor C 13 % 14 % Vendor D 13 % * * Less than 10 % of total net sales, accounts receivable, net or raw material purchases. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 15. LOSS PER SHARE Basic earnings per share of Class A common stock is computed by dividing net loss attributable to the Company for the period by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is computed by dividing net loss attributable to the Company by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. There were no shares of Class A or Class B common stock outstanding prior to July 22, 2021, therefore, no earnings per share information has been presented for any period prior to that date. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Zevia PBC and are therefore, not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related Zevia LLC Class B Common Units, are exchangeable into shares of Class A common stock on a one-for-one basis. Prior to the IPO, the Zevia LLC membership structure included various classes of Preferred Units and Common units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings per share information has not been presented for the three months ended March 31, 2021 . The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, 2022 (in thousands, except for share and per share amounts) Net loss per share: Numerator: Net loss and comprehensive loss $ ( 17,485 ) Less: net loss attributable to non-controlling interests 6,587 Net loss to Zevia PBC $ ( 10,898 ) Denominator: Weighted-average shares of Class A common stock outstanding – basic 36,883,037 Weighted-average shares of Class A common stock outstanding – diluted 36,883,037 Loss per share of Class A common stock – basic $ ( 0.30 ) Loss per share of Class A common stock – diluted $ ( 0.30 ) Zevia LLC Class B Common Units, s tock options and restricted stock units were evaluated under the treasury stock method for potential dilutive effects and were determined to be anti-dilutive. The following weighted average outstanding shares were excluded from the computation of diluted net loss per share available to common stockholders: Three Months Ended March 31, 2022 Zevia LLC Class B Common Units exchangeable to shares of Class A common Stock 31,786,177 Stock Options 1,452,980 Restricted stock units 4,603,828 Restricted stock units vested but unsettled 1,488,713 |
Income Taxes And Tax Receivable
Income Taxes And Tax Receivable Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes And Tax Receivable Agreement | 16. INCOME TAXES AND TAX RECEIVABLE AGREEMENT Income Taxes The Company is the managing member of Zevia LLC and, as a result, consolidates the financial results of Zevia LLC in the unaudited condensed consolidated financial statements of Zevia PBC. Zevia LLC is a pass-through entity for U.S. federal and most applicable state and local income tax purposes, following the Reorganization Transactions effected in connection with our IPO. As an entity classified as a partnership for tax purposes, Zevia LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Zevia LLC is passed through to its members, including us. The Company is taxed as a C corporation and pays corporate federal, state and local taxes with respect to income allocated from Zevia LLC based on Zevia PBC's economic interest in Zevia LLC, which was 58.0 % for the three month periods ended March 31, 2022. The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21 % to income before provision of income taxes due to Zevia LLC’s pass-through structure for U.S. income tax purposes, pass-through permanent differences, state franchise taxes, tax effect of stock-based compensation, and the valuation allowance against the deferred tax assets. Except for state franchise taxes, Zevia PBC did not recognize an income tax expense (benefit) on its share of pre-tax book income (loss), exclusive of the noncontrolling interest of 42.0 % , due to the full valuation allowance against its deferred tax assets. Tax Receivable Agreement The Company expects to obtain an increase in its share of tax basis in the net assets of Zevia LLC when Class B units are exchanged by the holders of Class B units for shares of Class A common stock of the Company and upon other qualifying transactions. Each change in outstanding shares of Class A common stock of the Company results in a corresponding increase or decrease in the Company's ownership of Class A units of Zevia LLC. The Company intends to treat any exchanges of Class B units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Zevia PBC would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into the TRA with continuing members of Zevia LLC and the shareholders of blocker companies of certain pre-IPO institutional investors (the "Direct Zevia Stockholders"). In the event that such parties exchange any or all of their Class B units for Class A common stock, the TRA requires the Company to make payments to such holders for 85 % of the tax benefits realized, or in some cases deemed to be realized, by the Company by such exchange as a result of (i) certain favorable tax attributes acquired from the blocker companies in the course of mergers related to the IPO (including net operating losses and the blocker companies’ allocable share of existing tax basis), (ii) increases in tax basis resulting from Zevia PBC's acquisition of continuing members' Zevia LLC units in connection with the IPO and in future exchanges and, (iii) tax basis increases attributable to payments made under the TRA (including tax benefits related to imputed interest). The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in Zevia, LLC or the Company. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The Company calculates the liability under the TRA using a complex TRA model, which includes an assumption related to the fair market value of assets. Payments are generally due under the TRA within a specified period of time following the filing of the Company’s tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of the Secured Overnight Financing Rate plus 300 basis points from the due date (without extensions) of such tax return. The TRA provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur; (ii) there is a material uncured breach of any obligations under the TRA; or (iii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any Class B units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock at the time of termination. As of March 31, 2022, management believes based on applicable accounting standards and the weight of all available evidence, it is not more likely than not that the Company will generate sufficient taxable income to realize the Company's deferred tax assets ("DTAs") including the difference in the Company's tax basis in excess of the financial reporting value for the Company's investment in Zevia LLC. Consequently, management has established a full valuation allowance against the Company's deferred tax assets as of March 31, 2022 and determined that it was more likely than not that its deferred tax assets subject to the Tax Receivable Agreement ("TRA") would not be realized as of March 31, 2022. The Company has not recognized a liability related to the tax savings it may realize from utilization of such DTAs. As of March 31, 2022, the total unrecorded TRA liability is approximately $ 49.3 million. If utilization of the DTAs subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA, to the extent probable at that time, which will be recognized as an expense within its condensed consolidated statements of operations and comprehensive income (loss) . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On April 2, 2022 , the Chief Operating Officer informed the Company of his intention to retire effective June 24, 2022. In accordance with the 2021 amendment to the 2021 Incentive Plan, vesting of outstanding RSU awards and outstanding stock options will accelerate upon retirement and the Company will recognize $ 3.8 million of equity-based compensation in the second quarter of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by US GAAP for complete financial statements and are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2022, or for any other interim period or any other future fiscal year. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date but does not include all disclosures, including certain notes, required by US GAAP that are required on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been or omitted pursuant to such rules and regulations. Therefore, these interim financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2021 and accompanying notes included in the Company's 2021 Annual Report. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for fair presentation of the condensed consolidated financial statements for the periods presented have been reflected. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiary, Zevia LLC, that it controls due to ownership of a majority voting interest. All intercompany transactions and balances have been eliminated in consolidation. The Company owns a majority economic interest in, and operates and controls all of the business and affairs of, Zevia LLC. Accordingly, the Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification ("ASC") Topic 810, Consolidation . In connection with the IPO, the Company completed certain reorganization transactions (the “Reorganization Transactions") described in the Annual Report, which were accounted for consistent with a combination of entities under common control. As a result, the financial reports filed with the SEC by the Company subsequent to the Reorganization Transactions are prepared “as if” Zevia LLC is the accounting predecessor of the Company. The historical operations of Zevia LLC are deemed to be those of the Company. Thus, the condensed consolidated financial statements included in this report reflect (i) the historical operating results and financial position of Zevia LLC prior to the Reorganization Transactions; (ii) the condensed consolidated results of operations and financial position of the Company and Zevia LLC following the Reorganization Transactions; and (iii) the Company's equity structure for all periods presented. No step-up basis of intangible assets or goodwill was recorded. |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified in the condensed consolidated statements of operations and comprehensive income (loss) and condensed consolidated statement of cash flows to conform to the current period presentation. For the activity in the periods prior to the IPO and Reorganization Transactions, common stock, additional paid-in capital, and accumulated deficit information has been combined and presented as member’s deficit in the accompanying condensed consolidated balance sheets and condensed consolidated statements of changes in redeemable convertible preferred units and stockholders' equity (deficit). Consolidated Statement of Operations and Comprehensive Income (Loss): The following table presents the reclassifications made to the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss): (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) General and administrative $ 5,713 $ ( 37 ) $ 5,676 Equity-based compensation — 37 37 Condensed Consolidated Statements of Cash Flows: The following table presents the reclassifications made to the Condensed Consolidated Statement of Cash Flows: (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) Non-cash lease expense $ — $ 136 $ 136 Changes in operating assets and liabilities: Right of use asset 136 ( 136 ) — Accounts payable 1,157 43 1,200 Accrued expenses and other current liabilities ( 2,141 ) 1,108 ( 1,033 ) Operating lease liabilities 18 ( 168 ) ( 150 ) Other current liabilities 1,151 ( 1,151 ) — Operating lease liabilities, net of current portion ( 168 ) 168 — |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported amount of net sales and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company relate to net sales and associated cost recognition; the useful lives assigned to and the recoverability of property and equipment; reserves recorded for inventory obsolescence; the incremental borrowing rate for lease liabilities; allowance for doubtful accounts; recoverability of intangible assets, realization of deferred tax assets, and the determination of the fair value of equity instruments, including redeemable convertible preferred and common units, restricted unit awards, and equity-based compensation awards. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of its assets and liabilities. As of March 31, 2022 , the Company’s operations have been impacted by the COVID-19 pandemic to a significant extent with respect to broad-based inflation in input costs, logistics, manufacturing and labor costs. During the three months ended March 31, 2022, the Company experienced supply chain disruptions and a significant inflationary impact, which have created headwinds the Company expects to continue into 2022. The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations, particularly if the COVID-19 pandemic continues and persists for an extended period of time. |
Recent accounting pronouncements | Recent accounting pronouncements The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Pronouncements – Recently Adopted In April 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2021-04, which included Topic 260, Earnings Per Share and Topic 718, Compensation - Stock Compensation . This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2021-04 as of January 1, 2022. The adoption of ASU 2021-04 did not have a significant impact on the Company's financial statements as the Company does not have freestanding equity-classified written call options. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes . This ASU improves areas of US GAAP and reduces cost and complexity while maintaining usefulness. The main provisions remove certain exceptions, including the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. In addition, the amendments simplify income tax accounting in the areas such as income based franchise taxes, eliminating the requirements to allocate consolidated current and deferred tax expense in certain instances and a requirement that an entity reflects the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This ASU is effective for private companies for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company adopted ASU 2019-12 as of January 1, 2022. The adoption of ASU 2019-12 did not have a significant impact on the Company’s financial statements. Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU provides for a new impairment model that requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for private companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2022. The Company currently does not expect this guidance to have a significant impact on the Company’s financial statements as it does not have a history of material credit losses. Any other recently issued accounting pronouncements are neither relevant, nor expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reclassifications of Consolidated Statement of Operations and Comprehensive Income (Loss) | The following table presents the reclassifications made to the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss): (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) General and administrative $ 5,713 $ ( 37 ) $ 5,676 Equity-based compensation — 37 37 Condensed |
Summary of Reclassifications of Consolidated Statement of Cash Flows | The following table presents the reclassifications made to the Condensed Consolidated Statement of Cash Flows: (in thousands) Three Months Ended March 31, 2021 Reclassification Three Months Ended March 31, 2021 (adjusted) Non-cash lease expense $ — $ 136 $ 136 Changes in operating assets and liabilities: Right of use asset 136 ( 136 ) — Accounts payable 1,157 43 1,200 Accrued expenses and other current liabilities ( 2,141 ) 1,108 ( 1,033 ) Operating lease liabilities 18 ( 168 ) ( 150 ) Other current liabilities 1,151 ( 1,151 ) — Operating lease liabilities, net of current portion ( 168 ) 168 — |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table disaggregates the Company’s sales by channel: Three Months Ended March 31, (in thousands) 2022 2021 Retail sales $ 34,164 $ 25,867 Online/e-commerce 3,870 4,827 Net sales $ 38,034 $ 30,694 The following table disaggregates the Company’s sales by geographic location: Three Months Ended March 31, (in thousands) 2022 2021 United States $ 34,189 $ 27,723 Canada 3,845 2,971 Net sales $ 38,034 $ 30,694 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following as of: (in thousands) March 31, 2022 December 31, 2021 Raw materials $ 11,246 $ 10,193 Finished goods 21,175 21,308 Inventories $ 32,421 $ 31,501 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following as of: (in thousands) March 31, 2022 December 31, 2021 Land $ 336 $ 336 Leasehold improvements 463 463 Computer equipment and software 2,796 2,254 Furniture and equipment 524 521 Vehicles 156 38 Quality control and marketing equipment 703 532 Buildings and improvements 1,474 1,443 Assets not yet placed in service 280 456 6,732 6,043 Less accumulated depreciation ( 2,663 ) ( 2,379 ) Property and equipment, net $ 4,069 $ 3,664 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Assets | The following table provides information pertaining to the Company’s intangible assets as of: (in thousands) March 31, 2022 December 31, 2021 Customer relationships $ 3,007 $ 3,007 Accumulated amortization ( 2,319 ) ( 2,269 ) 688 738 Trademarks 3,000 3,000 Intangible assets, net $ 3,688 $ 3,738 |
Summary of Expected Amortization Expense for Intangible Assets with Definite Lives | Amortization expense for intangible assets with definite lives is expected to be as follows: (in thousands) Remainder of 2022 $ 150 2023 200 2024 200 2025 138 Expected amortization expense for intangible assets with definite lives $ 688 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company leases office space and vehicles. The leases have remaining lease terms of four to 21 months . On March 25, 2022, the Company entered into an amendment to the lease for our corporate offices to extend the term through December 31, 2023, and expand the total square footage from 17,923 square feet to 20,185 square feet commencing on May 1, 2022. The Company’s recognized lease costs include: Three Months Ended March 31, (in thousands) 2022 2021 Income Statement Operating lease cost (1) $ 151 $ 151 (1) Operating lease cost is recorded within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) . Three Months Ended March 31, 2022 2021 Weighted-average remaining lease term (months) 19.8 13.4 Weighted-average discount rate 7.56 % 7.56 % |
Summary of Maturities of Lease Payments Under Non-Cancellable Leases Were As Follows | Maturities of lease payments under non-cancellable leases were as follows: (in thousands) March 31, 2022 2022 $ 501 2023 661 Total lease payments 1,162 Less Imputed Interest ( 70 ) Present value of lease liabilities $ 1,092 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of: (in thousands) March 31, 2022 December 31, 2021 Accrued employee compensation benefits $ 2,114 $ 3,032 Accrued other 4,135 3,673 Total $ 6,249 $ 6,705 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule for Fair Value of Stock Options Granted Estimated on the Date of Grant Using the Black-Scholes Option | The fair value of stock option awards granted was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Three Months Ended March 31, 2022 Stock price $ 4.12 Exercise Price $ 4.12 Expected term (years) (1) 6.25 Expected volatility (2) 64.8 % Risk-Free interest rate (3) 2.2 % Dividend yield (4) 0.0 % (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2022: Shares Weighted average exercise price Weighted average remaining life Intrinsic value (in thousands) Outstanding Balance as of January 1, 2022 1,409,693 $ 2.30 Granted 539,156 $ 4.12 Exercised ( 57,037 ) $ 0.28 Forfeited and expired ( 3,128 ) $ 8.40 Balance as of March 31, 2022 1,888,684 $ 2.87 7.7 $ 4,940 Exercisable at the end of the period 922,505 $ 0.72 6.1 $ 3,782 Vested and expected to vest 1,888,684 $ 2.87 7.7 $ 4,940 The total intrinsic values of options exercised during the three months ended March 31, 2022 was $ 0.3 million. |
Summary of Restricted Stock Unit Activity | RSU activity during the three months ended March 31, 2022 was as follows: Shares Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Balance unvested shares at January 1, 2022 7,981,444 $ 5.33 Granted 505,685 $ 4.12 Vested ( 4,675,894 ) $ 6.10 Balance unvested at March 31, 2022 3,811,235 $ 4.23 17,417 Expected to vest at March 31, 2022 3,811,235 $ 4.23 17,417 |
Major Customers, Accounts Rec_2
Major Customers, Accounts Receivable And Vendor Concentration (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | |
Concentration Risk [Line Items] | |
Summary Sales to Significant Customers | The table below represents the Company’s major customers which accounted for more than 10 % of total net sales for the periods: Three Months Ended March 31, 2022 2021 Customer A 19 % 16 % Customer B 10 % 17 % Customer C * 14 % Customer D * 11 % |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Summary Sales to Significant Customers | The table below represents the Company’s customers which accounted for more than 10 % of total accounts receivable, net as of: March 31, 2022 December 31, 2021 Customer A 14 % * Customer B 13 % 13 % Customer D 16 % 15 % Customer E * 11 % Customer F * 12 % |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | |
Concentration Risk [Line Items] | |
Summary Sales to Significant Customers | The table below represents raw material vendors that accounted for more than 10 % of all raw material purchases for the periods: Three Months Ended March 31, 2022 2021 Vendor A 27 % 33 % Vendor B 20 % 22 % Vendor C 13 % 14 % Vendor D 13 % * * Less than 10 % of total net sales, accounts receivable, net or raw material purchases. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three Months Ended March 31, 2022 (in thousands, except for share and per share amounts) Net loss per share: Numerator: Net loss and comprehensive loss $ ( 17,485 ) Less: net loss attributable to non-controlling interests 6,587 Net loss to Zevia PBC $ ( 10,898 ) Denominator: Weighted-average shares of Class A common stock outstanding – basic 36,883,037 Weighted-average shares of Class A common stock outstanding – diluted 36,883,037 Loss per share of Class A common stock – basic $ ( 0.30 ) Loss per share of Class A common stock – diluted $ ( 0.30 ) Zevia LLC Class B Common Units, s |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following weighted average outstanding shares were excluded from the computation of diluted net loss per share available to common stockholders: Three Months Ended March 31, 2022 Zevia LLC Class B Common Units exchangeable to shares of Class A common Stock 31,786,177 Stock Options 1,452,980 Restricted stock units 4,603,828 Restricted stock units vested but unsettled 1,488,713 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock shares authorized | 550,000,000 | 550,000,000 | |
Zevia L L C [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of ownership and economic interest held by parent | 58.00% | ||
Percentage of ownership and economic interest held by non-controlling interest | 42.00% | ||
ZEVIA PBC [Member] | IPO [Member] | Common Class A [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock issued during period shares new issues | 10,700,000 | ||
Sale of stock, price per share | $ 14 | ||
Proceeds from issuance of initial public offering | $ 139.7 | ||
Underwriting discounts and commissions | $ 10.1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Reclassifications of Consolidated Statement of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
General and administrative | $ 10,129 | $ 5,676 |
Equity based compensation | $ 8,901 | 37 |
Previously Reported [Member] | ||
General and administrative | 5,713 | |
Equity based compensation | 0 | |
Revision of Prior Period, Adjustment [Member] | ||
General and administrative | (37) | |
Equity based compensation | $ 37 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reclassifications of Consolidated Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Non-cash lease expense | $ 149 | $ 136 |
Changes in operating assets and liabilities: | ||
Right of use asset | 0 | |
Accounts payable | 1,645 | 1,200 |
Accrued expenses and other current liabilities | (456) | (1,033) |
Operating lease liabilities | $ (166) | (150) |
Other current liabilities | ||
Operating lease liabilities, net of current portion | ||
Previously Reported [Member] | ||
Non-cash lease expense | 0 | |
Changes in operating assets and liabilities: | ||
Right of use asset | 136 | |
Accounts payable | 1,157 | |
Accrued expenses and other current liabilities | (2,141) | |
Operating lease liabilities | 18 | |
Other current liabilities | 1,151 | |
Operating lease liabilities, net of current portion | (168) | |
Revision of Prior Period, Adjustment [Member] | ||
Non-cash lease expense | 136 | |
Changes in operating assets and liabilities: | ||
Right of use asset | (136) | |
Accounts payable | 43 | |
Accrued expenses and other current liabilities | 1,108 | |
Operating lease liabilities | (168) | |
Other current liabilities | (1,151) | |
Operating lease liabilities, net of current portion | $ 168 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 38,034 | $ 30,694 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 34,189 | 27,723 |
CANADA | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 3,845 | 2,971 |
Retail sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 34,164 | 25,867 |
Online/e-commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 3,870 | $ 4,827 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Revenue, remaining performance obligation, amount | $ 0 | $ 0 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,246 | $ 10,193 |
Finished goods | 21,175 | 21,308 |
Inventories | $ 32,421 | $ 31,501 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,732 | $ 6,043 |
Less accumulated depreciation | (2,663) | (2,379) |
Property and equipment, net | 4,069 | 3,664 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 463 | 463 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,796 | 2,254 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 524 | 521 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 156 | 38 |
Quality Control and Marketing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 703 | 532 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,474 | 1,443 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 336 | 336 |
Assets not yet Placed in Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 280 | $ 456 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 0.3 | $ 0.2 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets [Line Items] | ||
Accumulated amortization | $ (2,319) | $ (2,269) |
Finite-Lived Intangible Assets, Net, Total | 688 | 738 |
Intangible assets, net | 3,688 | 3,738 |
Trademarks [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, excluding goodwill | 3,000 | 3,000 |
Customer Relationships [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Finite-Lived intangible assets, gross | $ 3,007 | $ 3,007 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Expected Amortization Expense for Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Remainder of 2022 | $ 150 | |
2023 | 200 | |
2024 | 200 | |
2025 | 138 | |
Expected amortization expense for intangible assets with definite lives | $ 688 | $ 738 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization expense | $ 100,000 | $ 100,000 |
Impairment losses on intangible assets | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 22, 2022 | Mar. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Fixed Charge Coverage Ratio | Thereafter, the Borrower must satisfy a financial covenant requiring a minimum fixed charge coverage ratio of 1.00 to 1.00 | |
Loan And Security Agreement Member | Minimum Member | ||
Line of Credit Facility [Line Items] | ||
Applicable Margin | 1.50% | |
Loan And Security Agreement Member | Maximum Member | ||
Line of Credit Facility [Line Items] | ||
Applicable Margin | 2.00% | |
Revolving Credit Facility Member | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance of line of credit | $ 0 | |
Secured Revolving Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Aggregate Principal Amount | $ 20,000 | |
Amount of line of credit use for letter of credit issuances | 2,000 | |
Commitment of secured line of credit | 10,000 | |
Liquidity commitment | 7,000 | |
Borrowing base secured revolving line of credit | $ 3,000 | |
Borrowing Base | 17.50% | |
Secured Revolving Line of Credit [Member] | Minimum Member | ||
Line of Credit Facility [Line Items] | ||
Applicable Margin | 0.50% | |
Secured Revolving Line of Credit [Member] | Maximum Member | ||
Line of Credit Facility [Line Items] | ||
Applicable Margin | 1.00% |
Leases - Additional Information
Leases - Additional Information (Detail) | Mar. 25, 2022ft² |
Minimum Member | |
Lessee, Lease, Description [Line Items] | |
Area of land | 17,923 |
Maximum Member | |
Lessee, Lease, Description [Line Items] | |
Area of land | 20,185 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs As Follows (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement | |||
Operating lease cost | [1] | $ 151 | $ 151 |
Other Information | |||
Weighted-average remaining lease term (months) | 19 months 24 days | 13 months 12 days | |
Weighted-average discount rate | 7.56% | 7.56% | |
[1] | Operating lease cost is recorded within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) . |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Payments Under Non Cancellable Leases Were As Follows (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 501 |
2023 | 661 |
Total lease payments | 1,162 |
Less Imputed Interest | (70) |
Present value of lease liabilities | $ 1,092 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation benefits | $ 2,114 | $ 3,032 |
Accrued other | 4,135 | 3,673 |
Total | $ 6,249 | $ 6,705 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value | $ 0.3 | ||
Equity Incentive Plan 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
The amount of common stock available under the plan for future grants and/or issuances | 4,200,000 | ||
Percentage of increase in shares available for issuance | 5.00% | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated weighted average period over which expense is expected to be recognized | 2 years 10 months 24 days | ||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 48.9 | ||
Number of grants made during the period | 505,685 | ||
Number of Monthly Installments Granted Equally Following The Termination Of Lockup Period | 36 months | ||
Settlement period on vesting of RSUs | 30 days | ||
Amount of cost to be recognized for non-vested award under share-based payment arrangement | $ 25.4 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized unit compensation expense on unvested unit options | $ 2.4 | ||
Estimated weighted average period over which expense is expected to be recognized | 3 years 6 months | ||
Restricted Phantom Class A Common Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs that were modified during the period | 2,422,644 | ||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 33.9 |
Equity Based Compensation - Fai
Equity Based Compensation - Fair Value of Stock Options Granted Estimated on the Date of Grant Using the Black-Scholes Option (Details) - 2022 | 3 Months Ended | |
Mar. 31, 2022$ / shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price | $ 4.12 | |
Exercise Price | $ 4.12 | |
Expected term (years) | 6 years 3 months | [1] |
Expected volatility | 64.80% | [2] |
Risk-Free interest rate | 2.20% | [3] |
Dividend yield | 0.00% | [4] |
[1] | (1) Expected term represents the estimated period of time until an award is exercised and was determined using the simplified method. | |
[2] | (2) Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. | |
[3] | (3) The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term. | |
[4] | (4) We have assumed a dividend yield of zero as we have no plans to declare dividends in the foreseeable future. |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Outstanding Balance as of January 1, 2022 | shares | 1,409,693 |
Granted | shares | 539,156 |
Exercised | shares | (57,037) |
Forfeited and expired | shares | (3,128) |
Balance as of March 31, 2022 | shares | 1,888,684 |
Exercisable at the end of the period | shares | 922,505 |
Vested and expected to vest | shares | 1,888,684 |
Weighted average exercise price, Beginning balance | $ / shares | $ 2.30 |
Weighted average exercise price, Granted | $ / shares | 4.12 |
Weighted average exercise price, Exercised | $ / shares | 0.28 |
Weighted average exercise price, Forfeited and cancelled | $ / shares | 8.40 |
Weighted average exercise price, Ending balance | $ / shares | 2.87 |
Weighted average exercise price, Exercisable | $ / shares | 0.72 |
Weighted average exercise price, Vested and expected to vest | $ / shares | $ 2.87 |
Weighted average remaining life Outstanding | 7 years 8 months 12 days |
Weighted average remaining life Exercisable | 6 years 1 month 6 days |
Weighted average remaining life Vested and expected to vest | 7 years 8 months 12 days |
Aggregate intrinsic value | $ | $ 4,940 |
Aggregate intrinsic value, Exercisable | $ | 3,782 |
Aggregate intrinsic value, Vested and expected to vest | $ | $ 4,940 |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance unvested shares at January 1, 2022 | shares | 7,981,444 |
Restricted stock units, Granted | shares | 505,685 |
Restricted stock units, Vested | shares | (4,675,894) |
Balance unvested at March 31, 2022 | shares | 3,811,235 |
Expected to vest at March 31, 2022 | shares | 3,811,235 |
Weighted average grant date fair value, Beginning balance | $ / shares | $ 5.33 |
Weighted average grant date fair value, Granted | $ / shares | 4.12 |
Weighted average grant date fair value, Vested | $ / shares | 6.10 |
Weighted average grant date fair value, Ending balance | $ / shares | 4.23 |
Weighted average grant date fair value, Expected to vest at March 31, 2022 | $ / shares | $ 4.23 |
Aggregate intrinsic value, non vested | $ | $ 17,417 |
Aggregate intrinsic value, Expected to vest | $ | $ 17,417 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Units - Additional Information (Details) - Series E Redeemable convertible preferred units - USD ($) shares in Millions | Nov. 30, 2020 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Aggregate gross proceeds | $ 200,000,000 | |
Redeemable Convertible Preferred Stock, Par Value | $ 16.87 | |
Redeemable Convertible Preferred Stock, Shares Issued | 11.9 | |
Redeemable Convertible Preferred Stock, Issuance Cost | $ 9,600,000 | |
Proceeds from Repurchase of Redeemable Convertible Preferred Units | $ 175,000,000 |
Major Customers, Accounts Rec_3
Major Customers, Accounts Receivable And Vendor Concentration - Summary Sales to Significant Customers (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 19.00% | 16.00% | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 17.00% | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | ||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 13.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 16.00% | 15.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer E [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer F [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | ||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 27.00% | 33.00% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | 22.00% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 14.00% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 13.00% |
Major Customers, Accounts Rec_4
Major Customers, Accounts Receivable And Vendor Concentration - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% |
Loss Per Share - Summary of Com
Loss Per Share - Summary of Computation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic net loss per share: | ||
Loss (income) attributable to noncontrolling interest | $ 6,587 | $ (247) |
Net income (loss) attributable to Zevia PBC | $ (17,485) | $ 247 |
Weighted average common units outstanding, basic | 36,883,037 | |
Weighted average common units outstanding, diluted | 36,883,037 | |
Basic earning per share | $ (0.30) | |
Diluted earnings per share | $ (0.30) | |
Common Class A [Member] | ||
Basic net loss per share: | ||
Net loss and comprehensive loss | $ (17,485) | |
Loss (income) attributable to noncontrolling interest | 6,587 | |
Net income (loss) attributable to Zevia PBC | $ (10,898) | |
Weighted average common units outstanding, basic | 36,883,037 | |
Weighted average common units outstanding, diluted | 36,883,037 | |
Basic earning per share | $ (0.30) | |
Diluted earnings per share | $ (0.30) |
Loss Per Share - Summary of Ant
Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Common Class A [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,786,177 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,452,980 |
Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,603,828 |
Restricted Stock Units Vested But Unsettled [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,488,713 |
Income Taxes And Tax Receivab_2
Income Taxes And Tax Receivable Agreement (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Federal income tax rate | 21.00% | 21.00% |
Provision (benefit) for income taxes | $ 12 | $ 0 |
Tax Receivable Agreement [Member] | ||
Income Tax Contingency [Line Items] | ||
Deferred Tax Assets Liabilities Net | $ 49,300 | |
Common Class B [Member] | Tax Receivable Agreement [Member] | ||
Income Tax Contingency [Line Items] | ||
Income tax benefit percentage attributable to exchange for class A common stock | 85.00% | |
Zevia LLC [Member] | ||
Income Tax Contingency [Line Items] | ||
Economic interest percentage | 58.00% | |
Percentage of ownership and economic interest held by non-controlling interest | 42.00% |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event Member $ in Millions | Apr. 02, 2022USD ($) |
Subsequent Event [Line Items] | |
Equity-based Compensation | $ 3.8 |
Date of subsequent event | Apr. 2, 2022 |