Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
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 | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Securities Act File Number | 001-40630 | |
Entity Tax Identification Number | 86-2862492 | |
Entity Address, Address Line One | 15821 Ventura Blvd. | |
Entity Address, Address Line Two | Suite 135 | |
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 $0.001 pershare | |
Trading Symbol | ZVIA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 50,097,824 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,254,974 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 47,030 | $ 47,399 |
Accounts receivable, net | 16,937 | 11,077 |
Inventories | 37,596 | 27,576 |
Assets held-for-sale | 2,224 | 0 |
Prepaid expenses and other current assets | 1,903 | 2,607 |
Total current assets | 105,690 | 88,659 |
Property and equipment, net | 2,874 | 4,641 |
Right-of-use assets under operating leases, net | 2,245 | 708 |
Intangible assets, net | 4,082 | 4,385 |
Other non-current assets | 651 | 539 |
Total assets | 115,542 | 98,932 |
Current liabilities: | ||
Accounts payable | 27,711 | 8,023 |
Accrued expenses and other current liabilities | 6,961 | 8,408 |
Current portion of operating lease liabilities | 578 | 715 |
Total current liabilities | 35,250 | 17,146 |
Operating lease liabilities, net of current portion | 1,666 | |
Total liabilities | 36,916 | 17,146 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred Stock, $0.001 par value. 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2023 and December 31, 2022. | 0 | 0 |
Class A common stock, $0.001 par value. 550,000,000 shares authorized, 49,775,389 and 47,774,046 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | 50 | 48 |
Class B common stock, $0.001 par value. 250,000,000 shares authorized, 21,254,974 and 21,798,600 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | 21 | 22 |
Additional paid-in capital | 193,752 | 189,724 |
Accumulated deficit | (85,865) | (79,843) |
Total Zevia PBC stockholder's equity | 107,958 | 109,951 |
Noncontrolling Interests | (29,332) | (28,165) |
Total equity | 78,626 | 81,786 |
Total liabilities and equity | $ 115,542 | $ 98,932 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 49,775,389 | 47,774,046 |
Common stock shares outstanding | 49,775,389 | 47,774,046 |
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 | 21,254,974 | 21,798,600 |
Common stock shares outstanding | 21,254,974 | 21,798,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 42,241 | $ 45,542 | $ 85,541 | $ 83,576 |
Cost of goods sold | 22,549 | 26,221 | 45,744 | 48,376 |
Gross profit | 19,692 | 19,321 | 39,797 | 35,200 |
Operating expenses: | ||||
Selling and marketing | 16,100 | 15,875 | 28,012 | 29,928 |
General and administrative | 6,207 | 9,818 | 14,852 | 19,947 |
Equity based compensation | 2,358 | 8,043 | 4,738 | 16,944 |
Depreciation and amortization | 404 | 328 | 823 | 679 |
Total operating expenses | 25,069 | 34,064 | 48,425 | 67,498 |
Loss from operations | (5,377) | (14,743) | (8,628) | (32,298) |
Other income (expense), net | 403 | (44) | 743 | 38 |
Loss before income taxes | (4,974) | (14,787) | (7,885) | (32,260) |
Provision for income taxes | 35 | 9 | 36 | 21 |
Net loss and comprehensive loss | (5,009) | (14,796) | (7,921) | (32,281) |
Loss attributable to noncontrolling interest | 1,078 | 3,706 | 1,899 | 10,293 |
Net loss attributable to Zevia PBC | $ (3,931) | $ (11,090) | $ (6,022) | $ (21,988) |
Net loss per share attributable to common stockholders, basic | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) |
Net loss per share attributable to common shareholders, diluted | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) |
Weighted average common units outstanding, basic | 50,094,096 | 42,051,987 | 49,735,478 | 40,232,598 |
Weighted average common units outstanding, diluted | 50,094,096 | 42,051,987 | 49,735,478 | 40,232,598 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] |
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 | 56,659 | |||||
Equity-based compensation | 8,901 | 8,901 | ||||
Net loss post-Reorganization Transactions | (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 | ||||
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 | (2,130) | |||||
Net loss post-Reorganization Transactions | (32,281) | |||||
Ending Balance at Jun. 30, 2022 | 87,199 | 183,239 | (67,974) | (28,134) | $ 43 | $ 25 |
Ending Balance (in shares) at Jun. 30, 2022 | 43,406,758 | 24,562,062 | ||||
Beginning Balance (in shares) at Mar. 31, 2022 | 38,789,425 | 28,142,350 | ||||
Beginning Balance at Mar. 31, 2022 | 93,861 | 179,259 | (56,884) | (28,581) | $ 39 | $ 28 |
Vesting and release of common stock under equity incentive plans, net (in shares) | 917,664 | |||||
Vesting and release of common stock under equity incentive plans, net | (1) | $ 1 | ||||
Exchange of Class B common stock for Class A common stock (in shares) | 3,580,288 | (3,580,288) | ||||
Exchange of Class B common stock for Class A common stock | (4,153) | 4,153 | $ 3 | $ (3) | ||
Exercise of stock options | 91 | 91 | ||||
Exercise of stock options Shares | 119,381 | |||||
Equity-based compensation | 8,043 | 8,043 | ||||
Net loss post-Reorganization Transactions | (14,796) | (11,090) | (3,706) | |||
Ending Balance at Jun. 30, 2022 | 87,199 | 183,239 | (67,974) | (28,134) | $ 43 | $ 25 |
Ending Balance (in shares) at Jun. 30, 2022 | 43,406,758 | 24,562,062 | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 47,774,046 | 21,798,600 | ||||
Beginning Balance at Dec. 31, 2022 | 81,786 | 189,724 | (79,843) | (28,165) | $ 48 | $ 22 |
Vesting and release of common stock under equity incentive plans, net (in shares) | 981,902 | |||||
Vesting and release of common stock under equity incentive plans, net | (1) | $ 1 | ||||
Exchange of Class B common stock for Class A common stock (in shares) | 537,991 | (537,991) | ||||
Exchange of Class B common stock for Class A common stock | (724) | 724 | $ 1 | $ (1) | ||
Exercise of stock options | 23 | 23 | ||||
Exercise of stock options Shares | 30,424 | |||||
Equity-based compensation | 2,380 | 2,380 | ||||
Net loss post-Reorganization Transactions | (2,912) | (2,091) | (821) | |||
Ending Balance at Mar. 31, 2023 | 81,277 | 191,402 | (81,934) | (28,262) | $ 50 | $ 21 |
Ending Balance (in shares) at Mar. 31, 2023 | 49,324,363 | 21,260,609 | ||||
Beginning Balance (in shares) at Dec. 31, 2022 | 47,774,046 | 21,798,600 | ||||
Beginning Balance at Dec. 31, 2022 | 81,786 | 189,724 | (79,843) | (28,165) | $ 48 | $ 22 |
Vesting and release of common stock under equity incentive plans, net | $ 0 | |||||
Exercise of stock options Shares | 39,093 | |||||
Net loss post-Reorganization Transactions | $ (7,921) | |||||
Ending Balance at Jun. 30, 2023 | 78,626 | 193,752 | (85,865) | (29,332) | $ 50 | $ 21 |
Ending Balance (in shares) at Jun. 30, 2023 | 49,775,389 | 21,254,974 | ||||
Beginning Balance (in shares) at Mar. 31, 2023 | 49,324,363 | 21,260,609 | ||||
Beginning Balance at Mar. 31, 2023 | 81,277 | $ 191,402 | (81,934) | $ (28,262) | $ 50 | $ 21 |
Vesting and release of common stock under equity incentive plans, net (in shares) | 436,722 | |||||
Exchange of Class B common stock for Class A common stock (in shares) | (8) | 8 | 5,635 | (5,635) | ||
Exercise of stock options Shares | 8,669 | |||||
Equity-based compensation | 2,358 | $ 2,358 | ||||
Net loss post-Reorganization Transactions | (5,009) | (3,931) | $ (1,078) | |||
Ending Balance at Jun. 30, 2023 | $ 78,626 | $ 193,752 | $ (85,865) | $ (29,332) | $ 50 | $ 21 |
Ending Balance (in shares) at Jun. 30, 2023 | 49,775,389 | 21,254,974 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (7,921) | $ (32,281) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash lease expense | 281 | 312 |
Depreciation and amortization | 823 | 679 |
Loss on sale of equipment | 3 | 3 |
Amortization of debt issuance cost | 38 | 25 |
Equity based compensation | 4,738 | 16,944 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (5,860) | (8,068) |
Inventories | (10,020) | (2,423) |
Prepaid expenses and other assets | 554 | 1,371 |
Accounts payable | 20,171 | 2,976 |
Accrued expenses and other current liabilities | (1,447) | 1,242 |
Operating lease liabilities | (289) | (334) |
Net cash provided by (used in) operating activities | 1,071 | (19,554) |
Investing activities: | ||
Proceeds from maturities of short-term investments | 0 | 30,000 |
Purchases of property and equipment | (1,532) | (1,557) |
Proceeds from sales of property, equipment and software | 69 | 0 |
Net cash (used in) provided by investing activities | (1,463) | 28,443 |
Financing activities: | ||
Payment of debt issuance costs | 0 | (328) |
Minimum tax withholding paid on behalf of employees for net share settlement | 0 | (2,130) |
Proceeds from exercise of stock options | 23 | 107 |
Net cash provided by (used in) financing activities | 23 | (2,351) |
Net change from operating, investing, and financing activities | (369) | 6,538 |
Cash and cash equivalents at beginning of period | 47,399 | 43,110 |
Cash and cash equivalents at end of period | 47,030 | 49,648 |
Non-cash investing and financing activities | ||
Capital expenditures included in accounts payable | 23 | 196 |
Non-cash financing activities | ||
Conversion of Class B common stock to Class A common stock | 732 | 6,082 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 1,818 | 1,150 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 39 | 0 |
Cash paid for income taxes | $ 70 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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,” “we,” “us,” “our”), is a growth company that develops, markets, sells, and distributes great tasting, zero sugar beverages made with simple, plant-based ingredients. We are a Delaware public benefit corporation and have been designated as a “Certified B Corporation,” and are focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia® beverages are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium and include a variety of flavors across Soda, Energy Drinks, Organic Tea, Mixers, and Kids drinks. Our products are distributed and sold principally across the United States (“U.S.”) and Canada through a diverse network of major retailers in the food, drug, warehouse club, mass, natural and e-commerce channels and in grocery and natural product stores and specialty outlets. The Company’s products are manufactured and maintained at third-party beverage production and warehousing facilities located in both the U.S. and Canada. The Company completed its initial public offering (“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. Its Class A common stock is listed on the New York Stock Exchange trading under the ticker symbol “ZVIA.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, or for any other interim period or any other future fiscal year. The balance sheet as of December 31, 2022 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 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, 2022 and accompanying notes included in the Annual Report. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the condensed consolidated financial statements for the periods presented have been reflected. Principles of Consolidation The unaudited 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 unaudited condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation . On January 1, 2022, the Company and Zevia LLC entered into a service agreement to transfer the services of all employees of the Company to Zevia LLC. Under terms of the service agreement between the entities, the payroll costs of employees are borne by Zevia LLC while certain other non-payroll costs, such as those associated with stock compensation arrangements, remain with the Company. In addition, pursuant to the Thirteenth Amended and Restated Limited Liability Company Agreement of Zevia LLC, dated as of July 21, 2021, Zevia LLC shall reimburse the Company for certain expenses for overhead, administrative, and other expenses, at the Company’s discretion. For the three and six months ended June 30, 2023 and 2022 , we determined that the majority of such costs will be retained by the Company, with certain costs directly attributable to Zevia LLC being borne by that entity. These costs impacted the amount of net loss reported by Zevia LLC and consequently impacted the amount allocated to noncontrolling interest. Reclassifications Certain amounts from prior periods have been reclassified in the unaudited condensed consolidated statements of operations and comprehensive loss to conform to the current period presentation. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss: The following table presents the reclassifications made to the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 in order to reclassify repackaging and handling costs from cost of goods sold to selling and marketing expenses. The Company believes this classification change more accurately describes the financial impacts of the fulfillment activities conducted by the Company. The Company made this change in classification during the third quarter of 2022 as a result of an increasing trend in the occurrence of such fulfillment costs in the business. (in thousands) Three Months Ended June 30, 2022 Reclassification Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Reclassification Six Months Ended June 30, 2022 Cost of goods sold $ 28,168 $ ( 1,947 ) $ 26,221 $ 51,581 $ ( 3,205 ) $ 48,376 Gross profit 17,374 1,947 19,321 31,995 3,205 35,200 Selling and marketing expenses 13,928 1,947 15,875 26,723 3,205 29,928 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 amounts 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 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 June 30, 2023 , the Company’s operations continued to be impacted by higher operating costs as a result of disruptions and logistics challenges in our supply chain as well as the global economy and economic uncertainties which impacted logistics, manufacturing, and labor costs, which the Company expects to continue throughout 2023. The Company will continue to monitor the situation and the economic environment, including any impact from current and future global events, and their effects on its business and operations. 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 unaudited 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted ASU No. 2016-13 as of January 1, 2023. The adoption of ASU No. 2016-13 did not have a significant impact on the Company’s financial statements. Any other recently issued accounting pronouncements are neither relevant, nor expected to have a material impact on the Company’ s financial statements. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. REVENUES Disaggregation of Revenue The Company’ s products are distributed and sold principally across the U.S. and Canada through a diverse network of major retailers, including: grocery stores, natural products stores, specialty outlets, and warehouse clubs; and through online/e-commerce channels. The following table disaggregates the Company’s sales by channel: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Retail sales $ 38,065 $ 39,596 $ 74,991 $ 73,761 Online/e-commerce 4,176 5,946 $ 10,550 9,815 Net sales $ 42,241 $ 45,542 $ 85,541 $ 83,576 The following table disaggregates the Company’s sales by geographic location of the respective customers: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 United States $ 37,840 $ 40,123 $ 77,187 $ 74,312 Canada 4,401 5,419 8,354 9,264 Net sales $ 42,241 $ 45,542 $ 85,541 $ 83,576 Contract liabilities The Company did no t have any material unsatisfied performance obligations as of June 30, 2023 or December 31, 2022 . |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. INVENTORIES Inventories consist of the following as of: (in thousands) June 30, 2023 December 31, 2022 Raw materials $ 13,861 $ 7,527 Finished goods 23,735 20,049 Inventories $ 37,596 $ 27,576 |
Assets Held-for-sale
Assets Held-for-sale | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | 5. ASSETS HELD-FOR-SALE During the first quarter of 2023, the Company committed to a plan to sell its warehouse located in Evansville, Indiana. As a result, the Company recorded the related warehouse assets at the lower of carrying value or fair value less any costs to sell. As the fair value less any costs to sell exceeded the carrying value, the related assets were recorded at their carrying value and reclassified from property and equipment, net, to assets held-for-sale on the unaudited condensed consolidated balance sheet, and any resulting gain will be recognized upon closing of any proposed transaction. The Company ceased recording depreciation on property, plant and equipment as of the date the assets triggered held-for-sale accounting. As of June 30, 2023, the warehouse continued to meet the criteria to be classified as held-for-sale. On July 28, 2023, the Company completed the sale of the warehouse and related assets. Refer to Note 17, Subsequent Events, for further discussion on the sale of the assets. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consists of the following as of: (in thousands) June 30, 2023 December 31, 2022 Land $ — $ 336 Leasehold improvements 1,167 463 Computer equipment and software 812 796 Furniture and equipment 787 544 Vehicles 116 196 Quality control and marketing equipment 1,958 1,636 Buildings and improvements — 1,610 Assets not yet placed in service 397 1,128 5,237 6,709 Less accumulated depreciation ( 2,363 ) ( 2,068 ) Property and equipment, net $ 2,874 $ 4,641 For the three months ended June 30, 2023 and 2022, depreciation expense, including the amortization of leasehold improvements, amounted to approximately $ 0.2 million and $ 0.1 million, respectively. For the six months ended June 30, 2023 and 2022, depreciation expense, including the amortization of leasehold improvements, amounted to approximately $ 0.5 million and $ 0.3 million, respectively. These amounts are included under depreciation and amortization in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss . |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, NET The following table provides information pertaining to the Company’s intangible assets as of: June 30, 2023 (in thousands) Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Software 1.7 $ 2,097 $ ( 1,452 ) $ 645 Customer relationships 2.2 3,007 ( 2,570 ) 437 5,104 ( 4,022 ) 1,082 Trademarks N/A 3,000 — 3,000 Intangible assets, net $ 8,104 $ ( 4,022 ) $ 4,082 December 31, 2022 (in thousands) Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Software 2.0 $ 2,277 $ ( 1,429 ) $ 848 Customer relationships 2.7 3,007 ( 2,470 ) 537 5,284 ( 3,899 ) 1,385 Trademarks N/A 3,000 — 3,000 Intangible assets, net $ 8,284 $ ( 3,899 ) $ 4,385 For the three months ended June 30, 2023 and 2022, total amortization expense amounted to $ 0.2 million and $ 0.2 million, respectively, including $ 0.1 million and $ 0.1 million, respectively of amortization expense related to software. For the six months ended June 30, 2023 and 2022, total amortization expense amounted to $ 0.3 million and $ 0.4 million, respectively, including $ 0.2 million and $ 0.3 million, respectively, of amortization expense related to software. These amounts are included under depreciation and amortization in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss . No impairment losses have been recorded on any of the Company’s intangible assets for the three and six months ended June 30, 2023 and 2022, respectively. Amortization expense for intangible assets with definite lives is expected to be as follows: (in thousands) Remainder of 2023 $ 305 2024 574 2025 203 Expected amortization expense for intangible assets with definite lives $ 1,082 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. 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 funds 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 on February 22, 2027. There have been no amounts drawn under the Secured Revolving Line of Credit. The Secured Revolving Line of Credit is secured by a first priority security interest in substantially all of the Company's assets. 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. Under the Secured Revolving Line of Credit, the Borrower is required 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. As of June 30, 2023 , the Company was in compliance with its liquidity covenant. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 9. LEASES The Company leases its office space which has a remaining lease term of 42 months. In January 2023, the Company entered into an amendment to the lease for its corporate headquarters offices to extend the term through December 31, 2026. The Company’s recognized lease costs include: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Income Statement Operating lease cost (1) $ 183 $ 178 $ 367 $ 329 (1) Operating lease cost is recorded within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss . Six Months Ended June 30, 2023 2022 Weighted-average remaining lease term (months) 42.0 17.9 Weighted-average discount rate 7.6 % 7.6 % The Company’s variable lease costs and short-term lease costs were not material. The Company is obligated under a non-cancellable lease agreement providing for office space that expires on December 31, 2026. Maturities of lease payments under the non-cancellable lease were as follows: (in thousands) June 30, 2023 Remainder of 2023 $ 376 2024 703 2025 729 2026 756 Total lease payments 2,564 Less imputed interest ( 320 ) Present value of lease liabilities $ 2,244 |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 10. COMMITMENTS AND CONTINGENCIES Purchase commitments As of June 30, 2023, 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. Management does not believe that the resolution of these matters would have a material impact on the unaudited condensed consolidated financial statements. The Company has not identified any legal matters where it believes a material loss is reasonably possible. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Balance Sheet Components | 11. BALANCE SHEET COMPONENTS Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: (in thousands) June 30, 2023 December 31, 2022 Accrued employee compensation benefits $ 1,219 $ 3,409 Accrued direct selling costs 2,586 1,593 Accrued customer paid bottle deposits 1,500 1,253 Accrued other 1,656 2,153 Total $ 6,961 $ 8,408 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 12. EQUITY-BASED COMPENSATION 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, or (ii) a smaller number of shares determined by the Company's Board of Directors. In November 2021, the Company’s Board of Directors approved an amendment to its equity-based compensation plans for a certain number of employees to allow immediate vesting upon retirement of all outstanding RSUs and stock options, and to extend the exercisability of outstanding stock options up to five years after retirement, if they meet certain conditions, including 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 advance notice of his or her resignation to the Company’s Board of Directors. During the three months ended June 30, 2022, one employee, and during the six months ended June 30, 2022, two employees, retired from the Company and all outstanding awards and related stock compensation expense of $ 3.8 million and $ 4.4 million, respectively, was accelerated through their retirement dates. As of June 30, 2023, the 2021 Plan provides for future grants and/or issuances of up to approximately 1.7 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 during the period was determined on the grant date using the Black-Scholes valuation model based on the following weighted-average assumptions: Six Months Ended June 30, 2023 2022 Stock price $ 3.01 $ 3.29 Exercise Price 3.01 3.29 Expected term (years) (1) 6.25 6.25 Expected volatility (2) 61.9 % 63.0 % Risk-Free interest rate (3) 3.4 % 2.7 % Dividend yield (4) 0.0 % 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 interest 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 the Company has no plans to declare dividends in the foreseeable future. The weighted average grant date fair values for stock options granted for the six months ended June 30, 2023 and 2022 was $ 1.82 and $ 2.00 , respectively. The following is a summary of stock option activity for the six months ended June 30, 2023: Shares Weighted average exercise price Weighted average remaining life Intrinsic value (in thousands) Outstanding Balance as of January 1, 2023 2,769,754 $ 3.36 Granted 1,232,516 $ 3.00 Exercised ( 39,093 ) $ 0.61 Forfeited and expired ( 56,139 ) $ 4.13 Balance as of June 30, 2023 3,907,038 $ 3.26 8.3 $ 6,291 Exercisable at the end of the period 1,185,172 $ 2.01 6.0 $ 3,541 Vested and expected to vest 3,907,038 $ 3.26 8.3 $ 6,291 The total intrinsic values of stock options exercised during the six months ended June 30, 2023 was $ 0.1 million. As of June 30, 2023, total unrecognized compensation expense related to unvested stock options was $ 4.9 million , which is expected to be recognized over a weighted-average period of 3.1 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 of 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 was $ 33.9 million and was recognized as an expense over the vesting period through January 2022 subsequent to the performance condition being met. In March 2021, the Company’s Board of Directors also approved an amendment to the RSUs granted by Zevia LLC in August 2020 (“the RSU Amendment”). The RSU Amendment changed 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 initial public offering as in the case of the 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 was $ 48.9 million and are being recognized as expense over the vesting period subsequent to the performance condition being met. As of June 30, 2023 , the remaining service period of the awards is 19 months . The following is a summary of RSU activity for the six months ended June 30, 2023: Shares Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Balance unvested shares at January 1, 2023 2,560,590 $ 3.90 Granted 1,112,821 $ 3.19 Vested ( 694,030 ) $ 3.78 Forfeited ( 53,294 ) $ 3.28 Balance unvested at June 30, 2023 2,926,087 $ 3.67 12,611 Expected to vest at June 30, 2023 2,926,087 $ 3.67 12,611 As of June 30, 2023, total unrecognized compensation expense related to unvested RSUs was $ 9.2 million, which is expected to be recognized over a weighted-average period of 2.5 years. As of June 30, 2023, there were 614,206 of RSUs outstanding which vested in 2022 but are subjected to a deferred settlement provision over the next two years and therefore have not been released. As a result, these RSUs are not included in the table above. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 13. SEGMENT REPORTING The Company has one operating and reporting segment, and 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 that accounted for more than 10 % of total net sales for the periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Customer A 11 % 13 % 13 % 16 % Customer B 13 % 12 % 12 % 11 % Customer C * 11 % 11 % * The table below represents the Company’s customers that accounted for more than 10 % of total accounts receivable, net as of: June 30, 2023 December 31, 2022 Customer A 17 % * Customer B 13 % * Customer D * 10 % Customer E * 17 % Customer H * 12 % The table below represents raw material vendors that accounted for more than 10 % of all raw material purchases for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Vendor A 22 % 29 % 22 % 28 % Vendor B 16 % 14 % 18 % 17 % Vendor C 16 % 12 % 14 % 12 % Vendor E 12 % * * * * Less than 10 % of total net sales, accounts receivable, net or raw material purchases. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 15. LOSS PER SHARE Basic earnings (loss) 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 and assumed conversion of Class B common stock into shares of Class A common stock on a one-for-one basis using the if-converted method. 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands, except for share and per share amounts) Net loss per share: Numerator: Net loss and comprehensive loss $ ( 5,009 ) $ ( 14,796 ) $ ( 7,921 ) $ ( 32,281 ) Less: net loss attributable to non-controlling interests 1,078 3,706 1,899 10,293 Add: adjustment to reallocate net loss to controlling interest ( 9 ) (1) ( 283 ) (1) 584 (1) ( 709 ) (1) Net loss to Zevia PBC - basic $ ( 3,940 ) $ ( 11,373 ) $ ( 5,438 ) $ ( 22,697 ) Denominator: Weighted-average shares of Class A common stock outstanding – basic 49,450,622 40,168,000 48,896,633 38,523,985 Add: weighted average shares of vested and unreleased RSUs 643,474 (2) 1,883,987 (2) 838,844 (2) 1,708,612 (2) Weighted-average basic and diluted shares 50,094,096 42,051,987 49,735,478 40,232,598 Loss per share of Class A common stock – basic $ ( 0.08 ) $ ( 0.27 ) (3) $ ( 0.11 ) $ ( 0.56 ) (3) Loss per share of Class A common stock – diluted $ ( 0.08 ) $ ( 0.27 ) (3) $ ( 0.11 ) $ ( 0.56 ) (3) (1) The numerator for the basic and diluted loss per share is adjusted for additional losses being attributed to controlling interest as a result of the impacts of vested but unreleased RSUs being included in the denominator of the basic and diluted loss per share. (2) The denominator for basic and diluted loss per share includes vested and unreleased RSUs as there are no conditions that would prevent these RSUs from being issued in the future as shares of Class A common stock except for the mere passage of time. (3) Subsequent to the issuance of the Company’s financial statements for the three and six months ended June 30, 2022, the Company revised basic and diluted earnings per share amounts for the first and second quarter of 2022 to include the impact of vested but unreleased RSUs which were previously excluded from the respective basic and diluted earnings per share computations . The impact of this immaterial correction was to decrease both basic and diluted loss per share by $ 0.01 from the amounts previously reported in the Company’s Form 10-Q for the three and six months ended June 30, 2022. Zevia LLC Class B Common Units, stock options and RSUs 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 Class A common stockholders as they were anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Zevia LLC Class B Common Units exchangeable to shares of Class A common stock 21,258,875 27,080,067 21,444,021 28,229,324 Stock options 3,922,609 1,997,721 3,434,584 1,742,949 Restricted stock units 3,086,210 3,781,796 2,845,788 4,164,669 |
Income Taxes And Tax Receivable
Income Taxes And Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2023 | |
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 the 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 the Company. 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 70.1 % and 68.7 % as of June 30, 2023 and December 31, 2022, respectively. 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 effects 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 loss, exclusive of the noncontrolling interest of 29.9 % , 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 certain qualifying transactions. Each change in outstanding shares of Class A common stock of the Company results in a corresponding change 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 a Tax Receivable Agreement (“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 June 30, 2023, the Company believes based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized as of June 30, 2023 ; therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets. The TRA liability that would be recognized if the associated tax benefits were determined to be fully realizable totaled $ 56.8 million and $ 55.8 million at June 30, 2023 and December 31, 2022, respectively. The increase in the TRA liability is primarily related to Class B to Class A exchanges during the three and six months ended June 30, 2023. 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, which will be recognized as an expense within its condensed consolidated statements of operations and comprehensive loss . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On July 21, 2023 , the Company and Mr. Quincy B. Troupe, the Company’s Chief Operating Officer, mutually agreed to terms pursuant to which Mr. Troupe will step down as the Company’s Chief Operating Officer and separate from employment effective as of August 4, 2023. In connection with the departure, the Company and Mr. Troupe entered into a separation agreement and general release of claims providing for certain benefits upon effectiveness of the agreement, including (i) aggregate severance payments in an amount equal to $ 196,500 payable in equal installments in accordance with the Company’s normal payroll practices for a six-month period, (ii) partial reimbursement of the COBRA premiums for Mr. Troupe and his covered dependents’ participation in the Company’s group health plans for up to six months, and (iii) acceleration of vesting of 18,285 RSUs. On July 28, 2023, the Company completed the sale of its warehouse and related assets located in Evansville, Indiana for net cash proceeds of $ 2.2 million. The gain recognized on the sale of the warehouse was not material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, or for any other interim period or any other future fiscal year. The balance sheet as of December 31, 2022 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 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, 2022 and accompanying notes included in the Annual Report. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the condensed consolidated financial statements for the periods presented have been reflected. |
Principles of Consolidation | Principles of Consolidation The unaudited 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 unaudited condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation . On January 1, 2022, the Company and Zevia LLC entered into a service agreement to transfer the services of all employees of the Company to Zevia LLC. Under terms of the service agreement between the entities, the payroll costs of employees are borne by Zevia LLC while certain other non-payroll costs, such as those associated with stock compensation arrangements, remain with the Company. In addition, pursuant to the Thirteenth Amended and Restated Limited Liability Company Agreement of Zevia LLC, dated as of July 21, 2021, Zevia LLC shall reimburse the Company for certain expenses for overhead, administrative, and other expenses, at the Company’s discretion. For the three and six months ended June 30, 2023 and 2022 , we determined that the majority of such costs will be retained by the Company, with certain costs directly attributable to Zevia LLC being borne by that entity. These costs impacted the amount of net loss reported by Zevia LLC and consequently impacted the amount allocated to noncontrolling interest. |
Reclassifications | Reclassifications Certain amounts from prior periods have been reclassified in the unaudited condensed consolidated statements of operations and comprehensive loss to conform to the current period presentation. Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss: The following table presents the reclassifications made to the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 in order to reclassify repackaging and handling costs from cost of goods sold to selling and marketing expenses. The Company believes this classification change more accurately describes the financial impacts of the fulfillment activities conducted by the Company. The Company made this change in classification during the third quarter of 2022 as a result of an increasing trend in the occurrence of such fulfillment costs in the business. (in thousands) Three Months Ended June 30, 2022 Reclassification Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Reclassification Six Months Ended June 30, 2022 Cost of goods sold $ 28,168 $ ( 1,947 ) $ 26,221 $ 51,581 $ ( 3,205 ) $ 48,376 Gross profit 17,374 1,947 19,321 31,995 3,205 35,200 Selling and marketing expenses 13,928 1,947 15,875 26,723 3,205 29,928 |
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 amounts 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 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 June 30, 2023 , the Company’s operations continued to be impacted by higher operating costs as a result of disruptions and logistics challenges in our supply chain as well as the global economy and economic uncertainties which impacted logistics, manufacturing, and labor costs, which the Company expects to continue throughout 2023. The Company will continue to monitor the situation and the economic environment, including any impact from current and future global events, and their effects on its business and operations. |
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 unaudited 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted ASU No. 2016-13 as of January 1, 2023. The adoption of ASU No. 2016-13 did not have a significant impact on the Company’s financial statements. 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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Reclassification Adjustments on Cost of Goods Sold, Gross Profit, and Selling and Marketing Expenses of Condensed Consolidated Statements of Operations and Comprehensive Loss | (in thousands) Three Months Ended June 30, 2022 Reclassification Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Reclassification Six Months Ended June 30, 2022 Cost of goods sold $ 28,168 $ ( 1,947 ) $ 26,221 $ 51,581 $ ( 3,205 ) $ 48,376 Gross profit 17,374 1,947 19,321 31,995 3,205 35,200 Selling and marketing expenses 13,928 1,947 15,875 26,723 3,205 29,928 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Retail sales $ 38,065 $ 39,596 $ 74,991 $ 73,761 Online/e-commerce 4,176 5,946 $ 10,550 9,815 Net sales $ 42,241 $ 45,542 $ 85,541 $ 83,576 The following table disaggregates the Company’s sales by geographic location of the respective customers: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 United States $ 37,840 $ 40,123 $ 77,187 $ 74,312 Canada 4,401 5,419 8,354 9,264 Net sales $ 42,241 $ 45,542 $ 85,541 $ 83,576 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following as of: (in thousands) June 30, 2023 December 31, 2022 Raw materials $ 13,861 $ 7,527 Finished goods 23,735 20,049 Inventories $ 37,596 $ 27,576 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consists of the following as of: (in thousands) June 30, 2023 December 31, 2022 Land $ — $ 336 Leasehold improvements 1,167 463 Computer equipment and software 812 796 Furniture and equipment 787 544 Vehicles 116 196 Quality control and marketing equipment 1,958 1,636 Buildings and improvements — 1,610 Assets not yet placed in service 397 1,128 5,237 6,709 Less accumulated depreciation ( 2,363 ) ( 2,068 ) Property and equipment, net $ 2,874 $ 4,641 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Assets | The following table provides information pertaining to the Company’s intangible assets as of: June 30, 2023 (in thousands) Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Software 1.7 $ 2,097 $ ( 1,452 ) $ 645 Customer relationships 2.2 3,007 ( 2,570 ) 437 5,104 ( 4,022 ) 1,082 Trademarks N/A 3,000 — 3,000 Intangible assets, net $ 8,104 $ ( 4,022 ) $ 4,082 December 31, 2022 (in thousands) Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Software 2.0 $ 2,277 $ ( 1,429 ) $ 848 Customer relationships 2.7 3,007 ( 2,470 ) 537 5,284 ( 3,899 ) 1,385 Trademarks N/A 3,000 — 3,000 Intangible assets, net $ 8,284 $ ( 3,899 ) $ 4,385 |
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 2023 $ 305 2024 574 2025 203 Expected amortization expense for intangible assets with definite lives $ 1,082 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company leases its office space which has a remaining lease term of 42 months. In January 2023, the Company entered into an amendment to the lease for its corporate headquarters offices to extend the term through December 31, 2026. The Company’s recognized lease costs include: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Income Statement Operating lease cost (1) $ 183 $ 178 $ 367 $ 329 (1) Operating lease cost is recorded within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss . Six Months Ended June 30, 2023 2022 Weighted-average remaining lease term (months) 42.0 17.9 Weighted-average discount rate 7.6 % 7.6 % |
Summary of Maturities of Lease Payments Under Non-Cancellable Leases Were As Follows | Maturities of lease payments under the non-cancellable lease were as follows: (in thousands) June 30, 2023 Remainder of 2023 $ 376 2024 703 2025 729 2026 756 Total lease payments 2,564 Less imputed interest ( 320 ) Present value of lease liabilities $ 2,244 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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) June 30, 2023 December 31, 2022 Accrued employee compensation benefits $ 1,219 $ 3,409 Accrued direct selling costs 2,586 1,593 Accrued customer paid bottle deposits 1,500 1,253 Accrued other 1,656 2,153 Total $ 6,961 $ 8,408 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule for Fair Value of Stock Options Granted Estimated on the Date of Grant Using the Black-Scholes Option | Six Months Ended June 30, 2023 2022 Stock price $ 3.01 $ 3.29 Exercise Price 3.01 3.29 Expected term (years) (1) 6.25 6.25 Expected volatility (2) 61.9 % 63.0 % Risk-Free interest rate (3) 3.4 % 2.7 % Dividend yield (4) 0.0 % 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 interest 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 the Company has no plans to declare dividends in the foreseeable future. The weighted average grant date fair values for stock options granted for the six months ended June 30, 2023 and 2022 was $ 1.82 and $ 2.00 , respectively. |
Summary of Stock Option Activity | The following is a summary of stock option activity for the six months ended June 30, 2023: Shares Weighted average exercise price Weighted average remaining life Intrinsic value (in thousands) Outstanding Balance as of January 1, 2023 2,769,754 $ 3.36 Granted 1,232,516 $ 3.00 Exercised ( 39,093 ) $ 0.61 Forfeited and expired ( 56,139 ) $ 4.13 Balance as of June 30, 2023 3,907,038 $ 3.26 8.3 $ 6,291 Exercisable at the end of the period 1,185,172 $ 2.01 6.0 $ 3,541 Vested and expected to vest 3,907,038 $ 3.26 8.3 $ 6,291 |
Summary of Restricted Stock Unit Activity | The following is a summary of RSU activity for the six months ended June 30, 2023: Shares Weighted average grant date fair value Aggregate Intrinsic Value (in thousands) Balance unvested shares at January 1, 2023 2,560,590 $ 3.90 Granted 1,112,821 $ 3.19 Vested ( 694,030 ) $ 3.78 Forfeited ( 53,294 ) $ 3.28 Balance unvested at June 30, 2023 2,926,087 $ 3.67 12,611 Expected to vest at June 30, 2023 2,926,087 $ 3.67 12,611 |
Major Customers, Accounts Rec_2
Major Customers, Accounts Receivable and Vendor Concentration (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 that accounted for more than 10 % of total net sales for the periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Customer A 11 % 13 % 13 % 16 % Customer B 13 % 12 % 12 % 11 % Customer C * 11 % 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 that accounted for more than 10 % of total accounts receivable, net as of: June 30, 2023 December 31, 2022 Customer A 17 % * Customer B 13 % * Customer D * 10 % Customer E * 17 % Customer H * 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 following periods: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Vendor A 22 % 29 % 22 % 28 % Vendor B 16 % 14 % 18 % 17 % Vendor C 16 % 12 % 14 % 12 % Vendor E 12 % * * * * Less than 10 % of total net sales, accounts receivable, net or raw material purchases. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 (in thousands, except for share and per share amounts) Net loss per share: Numerator: Net loss and comprehensive loss $ ( 5,009 ) $ ( 14,796 ) $ ( 7,921 ) $ ( 32,281 ) Less: net loss attributable to non-controlling interests 1,078 3,706 1,899 10,293 Add: adjustment to reallocate net loss to controlling interest ( 9 ) (1) ( 283 ) (1) 584 (1) ( 709 ) (1) Net loss to Zevia PBC - basic $ ( 3,940 ) $ ( 11,373 ) $ ( 5,438 ) $ ( 22,697 ) Denominator: Weighted-average shares of Class A common stock outstanding – basic 49,450,622 40,168,000 48,896,633 38,523,985 Add: weighted average shares of vested and unreleased RSUs 643,474 (2) 1,883,987 (2) 838,844 (2) 1,708,612 (2) Weighted-average basic and diluted shares 50,094,096 42,051,987 49,735,478 40,232,598 Loss per share of Class A common stock – basic $ ( 0.08 ) $ ( 0.27 ) (3) $ ( 0.11 ) $ ( 0.56 ) (3) Loss per share of Class A common stock – diluted $ ( 0.08 ) $ ( 0.27 ) (3) $ ( 0.11 ) $ ( 0.56 ) (3) (1) The numerator for the basic and diluted loss per share is adjusted for additional losses being attributed to controlling interest as a result of the impacts of vested but unreleased RSUs being included in the denominator of the basic and diluted loss per share. (2) The denominator for basic and diluted loss per share includes vested and unreleased RSUs as there are no conditions that would prevent these RSUs from being issued in the future as shares of Class A common stock except for the mere passage of time. (3) Subsequent to the issuance of the Company’s financial statements for the three and six months ended June 30, 2022, the Company revised basic and diluted earnings per share amounts for the first and second quarter of 2022 to include the impact of vested but unreleased RSUs which were previously excluded from the respective basic and diluted earnings per share computations . The impact of this immaterial correction was to decrease both basic and diluted loss per share by $ 0.01 from the amounts previously reported in the Company’s Form 10-Q for the three and six months ended June 30, 2022. |
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 Class A common stockholders as they were anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Zevia LLC Class B Common Units exchangeable to shares of Class A common stock 21,258,875 27,080,067 21,444,021 28,229,324 Stock options 3,922,609 1,997,721 3,434,584 1,742,949 Restricted stock units 3,086,210 3,781,796 2,845,788 4,164,669 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) - ZEVIA PBC [Member] - IPO [Member] - Common Class A [Member] | Jul. 21, 2021 $ / shares shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Stock issued during period shares new issues | shares | 10,700,000 |
Sale of stock, price per share | $ / shares | $ 14 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Reclassification Adjustments on Cost of Goods Sold, Gross Profit, and Selling and Marketing Expenses of Condensed Consolidated Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost of goods sold | $ 22,549 | $ 26,221 | $ 45,744 | $ 48,376 |
Gross Profit | 19,692 | 19,321 | 39,797 | 35,200 |
Selling and marketing expense | $ 16,100 | 15,875 | $ 28,012 | 29,928 |
Previously Reported [Member] | ||||
Cost of goods sold | 28,168 | 51,581 | ||
Gross Profit | 17,374 | 31,995 | ||
Selling and marketing expense | 13,928 | 26,723 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Cost of goods sold | (1,947) | (3,205) | ||
Gross Profit | 1,947 | 3,205 | ||
Selling and marketing expense | $ 1,947 | $ 3,205 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 42,241 | $ 45,542 | $ 85,541 | $ 83,576 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 37,840 | 40,123 | 77,187 | 74,312 |
CANADA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 4,401 | 5,419 | 8,354 | 9,264 |
Retail sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 38,065 | 39,596 | 74,991 | 73,761 |
Online/e-commerce [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 4,176 | $ 5,946 | $ 10,550 | $ 9,815 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13,861 | $ 7,527 |
Finished goods | 23,735 | 20,049 |
Inventories | $ 37,596 | $ 27,576 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,237 | $ 6,709 |
Less accumulated depreciation | (2,363) | (2,068) |
Property and equipment, net | 2,874 | 4,641 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 336 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,167 | 463 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 812 | 796 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 787 | 544 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 116 | 196 |
Quality Control and Marketing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,958 | 1,636 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 1,610 |
Assets not yet Placed in Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 397 | $ 1,128 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 0.2 | $ 0.1 | $ 0.5 | $ 0.3 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Intangible Assets [Line Items] | ||
Finite-Lived intangible assets, gross | $ 5,104 | $ 5,284 |
Accumulated amortization | (4,022) | (3,899) |
Finite-Lived Intangible Assets, Net, Total | 1,082 | 1,385 |
Intangible assets, net | 4,082 | 4,385 |
Intangible assets, net | 8,104 | 8,284 |
Trademarks [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, excluding goodwill | $ 3,000 | $ 3,000 |
Software [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 1 year 8 months 12 days | 2 years |
Finite-Lived intangible assets, gross | $ 2,097 | $ 2,277 |
Accumulated amortization | (1,452) | (1,429) |
Finite-Lived Intangible Assets, Net, Total | $ 645 | $ 848 |
Customer Relationships [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 2 years 2 months 12 days | 2 years 8 months 12 days |
Finite-Lived intangible assets, gross | $ 3,007 | $ 3,007 |
Accumulated amortization | (2,570) | (2,470) |
Finite-Lived Intangible Assets, Net, Total | $ 437 | $ 537 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Expected Amortization Expense for Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Remainder of 2023 | $ 305 | |
2024 | 574 | |
2025 | 203 | |
Finite-Lived Intangible Assets, Net, Total | $ 1,082 | $ 1,385 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Intangible Assets [Table] | ||||
Amortization expense | $ 200,000 | $ 200,000 | $ 300,000 | $ 400,000 |
Impairment losses on intangible assets | 0 | 0 | 0 | 0 |
Software [Member] | ||||
Schedule Of Intangible Assets [Table] | ||||
Amortization expense | $ 100,000 | $ 100,000 | $ 200,000 | $ 300,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Millions | Feb. 22, 2022 USD ($) |
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% |
Secured Revolving Line of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Aggregate Principal Amount | $ 20 |
Amount of line of credit use for letter of credit issuances | 2 |
Commitment of secured line of credit | 10 |
Liquidity commitment | 7 |
Borrowing base secured revolving line of credit | $ 3 |
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% |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs As Follows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement | |||||
Operating lease cost | [1] | $ 183 | $ 178 | $ 367 | $ 329 |
Other Information | |||||
Weighted-average remaining lease term (months) | 42 months | 17 months 27 days | 42 months | 17 months 27 days | |
Weighted-average discount rate | 7.60% | 7.60% | 7.60% | 7.60% | |
[1] Operating lease cost is recorded within general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss . |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Payments Under Non Cancellable Leases Were As Follows (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 376 |
2024 | 703 |
2025 | 729 |
2026 | 756 |
Total lease payments | 2,564 |
Less imputed interest | (320) |
Present value of lease liabilities | $ 2,244 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation benefits | $ 1,219 | $ 3,409 |
Accrued direct selling costs | 2,586 | 1,593 |
Accrued customer paid bottle deposits | 1,500 | 1,253 |
Accrued other | 1,656 | 2,153 |
Total | $ 6,961 | $ 8,408 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Remaining service period of the awards | 19 months | |||||
Aggregate intrinsic value | $ 0.1 | |||||
Stock compensation expense | $ 3.8 | $ 4.4 | ||||
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 | 1,700,000 | |||||
Percentage of increase in shares available for issuance | 5% | |||||
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 6 months | |||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 48.9 | |||||
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 | $ 9.2 | |||||
RSUs outstanding | 2,926,087 | 2,560,590 | ||||
Restricted Stock Units (RSUs) [Member] | 2022 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSUs outstanding | 614,206 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized unit compensation expense on unvested unit options | $ 4.9 | |||||
Estimated weighted average period over which expense is expected to be recognized | 3 years 1 month 6 days | |||||
Granted (in dollars per share) | $ 1.82 | $ 2 | ||||
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) - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $ 3.01 | ||
Exercise Price | $ 3.01 | ||
Expected term (years) | [1] | 6 years 3 months | |
Expected volatility | [2] | 61.90% | |
Risk-Free interest rate | [3] | 3.40% | |
Dividend yield | [4] | 0% | |
2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $ 3.29 | ||
Exercise Price | $ 3.29 | ||
Expected term (years) | [1] | 6 years 3 months | |
Expected volatility | [2] | 63% | |
Risk-Free interest rate | [3] | 2.70% | |
Dividend yield | [4] | 0% | |
[1] (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 interest 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 the Company has no plans to declare dividends in the foreseeable future. The following is a |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding Balance as of January 1, 2023 | 2,769,754 |
Granted | 1,232,516 |
Exercised | (39,093) |
Forfeited and expired | (56,139) |
Balance as of June 30, 2023 | 3,907,038 |
Exercisable at the end of the period | 1,185,172 |
Vested and expected to vest | 3,907,038 |
Weighted average exercise price, Beginning balance | $ 3.36 |
Weighted average exercise price, Granted | 3 |
Weighted average exercise price, Exercised | 0.61 |
Weighted average exercise price, Forfeited and cancelled | 4.13 |
Weighted average exercise price, Ending balance | 3.26 |
Weighted average exercise price, Exercisable | 2.01 |
Weighted average exercise price, Vested and expected to vest | $ 3.26 |
Weighted average remaining life Outstanding | 8 years 3 months 18 days |
Weighted average remaining life Exercisable | 6 years |
Weighted average remaining life Vested and expected to vest | 8 years 3 months 18 days |
Aggregate intrinsic value | $ 6,291 |
Aggregate intrinsic value, Exercisable | 3,541 |
Aggregate intrinsic value, Vested and expected to vest | $ 6,291 |
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 | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance unvested shares at January 1, 2023 | shares | 2,560,590 |
Restricted stock units, Granted | shares | 1,112,821 |
Restricted stock units, Vested | shares | (694,030) |
Restricted stock units, Forfeited | shares | (53,294) |
Balance unvested at June 30, 2023 | shares | 2,926,087 |
Expected to vest at June 30, 2023 | shares | 2,926,087 |
Weighted average grant date fair value, Beginning balance | $ / shares | $ 3.90 |
Weighted average grant date fair value, Granted | $ / shares | 3.19 |
Weighted average grant date fair value, Vested | $ / shares | 3.78 |
Weighted average grant date fair value, Forfeited | $ / shares | 3.28 |
Weighted average grant date fair value, Ending balance | $ / shares | 3.67 |
Weighted average grant date fair value, Expected to vest at June 30, 2023 | $ / shares | $ 3.67 |
Aggregate intrinsic value, non vested | $ | $ 12,611 |
Aggregate intrinsic value, Expected to vest | $ | $ 12,611 |
Major Customers, Accounts Rec_3
Major Customers, Accounts Receivable And Vendor Concentration - Summary Sales to Significant Customers (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11% | 13% | 13% | 16% | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 13% | 12% | 12% | 11% | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11% | 11% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 13% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer D [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer E [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer H [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12% | ||||
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 22% | 29% | 22% | 28% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 16% | 14% | 18% | 17% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 16% | 12% | 14% | 12% | |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Vendor E [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12% |
Major Customers, Accounts Rec_4
Major Customers, Accounts Receivable And Vendor Concentration - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Minimum [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10% |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10% |
Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member] | Customers [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10% |
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 | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | ||
Basic net loss per share: | ||||||
Net loss and comprehensive loss | $ (5,009) | $ (14,796) | $ (7,921) | $ (32,281) | ||
Loss attributable to noncontrolling interest | $ 1,078 | $ 3,706 | $ 1,899 | $ 10,293 | ||
Weighted average common units outstanding, basic | 50,094,096 | 42,051,987 | 49,735,478 | 40,232,598 | 49,735,478 | |
Weighted average common units outstanding, diluted | 50,094,096 | 42,051,987 | 49,735,478 | 40,232,598 | 49,735,478 | |
Basic earning per share | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) | ||
Diluted earnings per share | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) | ||
Common Class A [Member] | ||||||
Basic net loss per share: | ||||||
Net loss and comprehensive loss | $ (5,009) | $ (14,796) | $ (7,921) | $ (32,281) | ||
Loss attributable to noncontrolling interest | 1,078 | 3,706 | 1,899 | 10,293 | ||
Adjustment to reallocate net loss to controlling interest | [1] | (9) | (283) | 584 | (709) | |
Net income (loss) attributable to Zevia PBC | $ (3,940) | $ (11,373) | $ (5,438) | $ (22,697) | ||
Weighted average common units outstanding, basic | 49,450,622 | 40,168,000 | 48,896,633 | 38,523,985 | ||
Basic earning per share | [2] | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) | |
Diluted earnings per share | [2] | (0.08) | (0.27) | (0.11) | (0.56) | |
Restricted Stock Units (RSUs) [Member] | Common Class A [Member] | ||||||
Basic net loss per share: | ||||||
Weighted average shares of vested and unreleased RSUs | [3] | $ 643,474 | $ 1,883,987 | $ 838,844 | $ 1,708,612 | |
[1] (1) The numerator for the basic and diluted loss per share is adjusted for additional losses being attributed to controlling interest as a result of the impacts of vested but unreleased RSUs being included in the denominator of the basic and diluted loss per share. (3) Subsequent to the issuance of the Company’s financial statements for the three and six months ended June 30, 2022, the Company revised basic and diluted earnings per share amounts for the first and second quarter of 2022 to include the impact of vested but unreleased RSUs which were previously excluded from the respective basic and diluted earnings per share computations . The impact of this immaterial correction was to decrease both basic and diluted loss per share by $ 0.01 from the amounts previously reported in the Company’s Form 10-Q for the three and six months ended June 30, 2022. (2) The denominator for basic and diluted loss per share includes vested and unreleased RSUs as there are no conditions that would prevent these RSUs from being issued in the future as shares of Class A common stock except for the mere passage of time. |
Loss Per Share - Summary of C_2
Loss Per Share - Summary of Computation of Basic and Diluted Earnings per Share (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic earning per share | $ (0.08) | $ (0.27) | $ (0.11) | $ (0.56) |
Diluted earnings per share | $ (0.08) | (0.27) | $ (0.11) | (0.56) |
Restatement Adjustment [Member] | ||||
Basic earning per share | 0.01 | 0.01 | ||
Diluted earnings per share | $ 0.01 | $ 0.01 |
Loss Per Share - Summary of Ant
Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 21,258,875 | 27,080,067 | 21,444,021 | 28,229,324 |
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 | 3,922,609 | 1,997,721 | 3,434,584 | 1,742,949 |
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 | 3,086,210 | 3,781,796 | 2,845,788 | 4,164,669 |
Income Taxes And Tax Receivab_2
Income Taxes And Tax Receivable Agreement (Additional Information) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Federal income tax rate | 21% | |
Tax Receivable Agreement [Member] | ||
Income Tax Contingency [Line Items] | ||
Deferred Tax Assets Liabilities Net | $ 56.8 | $ 55.8 |
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% | |
Zevia LLC [Member] | ||
Income Tax Contingency [Line Items] | ||
Economic interest percentage | 70.10% | 68.70% |
Percentage of ownership and economic interest held by non-controlling interest | 29.90% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 28, 2023 | Jul. 21, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from assets | $ 69 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from assets | $ 2,200 | |||
Subsequent Event [Member] | Mr Troupe [Member] | ||||
Subsequent Event [Line Items] | ||||
Date of subsequent event | Jul. 21, 2023 | |||
Severance cost | $ 196,500 | |||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Mr Troupe [Member] | ||||
Subsequent Event [Line Items] | ||||
Acceleration of vesting restricted stock units | 18,285 |