Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38785 | |
Entity Registrant Name | STRYVE FOODS, INC. | |
Entity Central Index Key | 0001691936 | |
Entity Tax Identification Number | 87-1760117 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Post Office Box 864 | |
Entity Address, City or Town | Frisco | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75034 | |
City Area Code | 972 | |
Local Phone Number | 987-5130 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Former Address [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Entity Address, Address Line One | 5801 Tennyson Parkway | |
Entity Address, Address Line Two | Suite 275 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
Class A Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Class A common stock | |
Trading Symbol | SNAX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,881,391 | |
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | SNAXW | |
Security Exchange Name | NASDAQ | |
Class V Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,145,995 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 376,872 | $ 623,163 |
Accounts receivable, net | 2,978,345 | 2,488,693 |
Inventory, net | 8,250,978 | 8,258,642 |
Prepaid expenses and other current assets | 1,476,647 | 1,550,717 |
Total current assets | 13,082,843 | 12,921,215 |
Property and equipment, net | 8,374,135 | 8,816,573 |
Right-of-use asset, net | 4,911,128 | 5,009,954 |
Goodwill | 8,450,000 | 8,450,000 |
Intangible asset, net | 4,301,441 | 4,362,024 |
TOTAL ASSETS | 39,119,547 | 39,559,766 |
CURRENT LIABILITIES | ||
Accounts payable | 4,354,407 | 3,009,875 |
Accrued expenses | 2,028,435 | 1,727,555 |
Current portion of lease liability | 321,920 | 327,915 |
Line of credit, net of debt issuance costs | 1,652,101 | 1,046,101 |
Current portion of long-term debt | 890,260 | 969,421 |
Total current liabilities | 9,247,123 | 7,080,867 |
Long-term debt, net of current portion, net of debt issuance costs | 5,639,000 | 3,696,578 |
Lease liability, net of current portion | 4,650,513 | 4,734,128 |
Financing obligation - related party operating lease | 7,500,000 | 7,500,000 |
Deferred tax liability, net | 1,555 | 1,555 |
Deferred Stock Compensation Liability | 275,351 | 89,828 |
Warrant liability | 12,375 | 20,625 |
TOTAL LIABILITIES | 27,325,917 | 23,123,581 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | ||
Additional paid-in-capital | 133,684,599 | 133,684,599 |
Accumulated deficit | (121,894,172) | (117,251,616) |
TOTAL STOCKHOLDERS' EQUITY | 11,793,630 | 16,436,185 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 39,119,547 | 39,559,766 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 2,588 | 2,572 |
Class V Common Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 615 | $ 630 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 25,881,391 | 25,727,783 |
Common Stock, shares outstanding | 25,881,391 | 25,727,783 |
Class V Common Stock [Member] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 6,145,995 | 6,299,603 |
Common Stock, shares outstanding | 6,145,995 | 6,299,603 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
SALES, net | $ 4,646,253 | $ 7,420,554 |
COST OF GOODS SOLD (exclusive of depreciation shown separately below) | 3,683,002 | 6,296,626 |
GROSS PROFIT | 963,251 | 1,123,928 |
OPERATING EXPENSES | ||
Selling expenses | 1,969,010 | 4,026,055 |
Operations expense | 513,589 | 1,230,384 |
Salaries and wages | 2,163,152 | 2,585,899 |
Depreciation and amortization expense | 551,656 | 444,366 |
Total operating expenses | 5,197,407 | 8,286,704 |
OPERATING LOSS | (4,234,156) | (7,162,776) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (398,945) | (188,494) |
Change in fair value of Private Warrants | 8,250 | 45,314 |
Other expense | (14,374) | |
Total other (expense) income | (405,069) | (143,180) |
NET LOSS BEFORE INCOME TAXES | (4,639,225) | (7,305,956) |
Income tax expense | 3,331 | 7,786 |
NET LOSS | $ (4,642,556) | $ (7,313,742) |
Loss per common share: | ||
Basic | $ (0.15) | $ (0.25) |
Diluted | $ (0.15) | $ (0.25) |
Weighted average shares outstanding: | ||
Basic | 31,282,710 | 29,758,343 |
Diluted | 31,282,710 | 29,758,343 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class V Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2021 | $ 16,442,099 | $ 863 | $ 1,150 | $ 100,551,257 | $ (84,111,171) |
Balance, shares at Dec. 31, 2021 | 8,633,755 | 11,502,355 | |||
PIPE Investment | 32,311,187 | $ 250 | 32,310,937 | ||
PIPE Investment, shares | 2,496,934 | ||||
Prefunded Warrants converted into Class A Common Stock | 75 | $ 144 | (69) | ||
Prefunded Warrants converted into Class A Common Stock, shares | 1,443,557 | ||||
Post closing adjustment of Business Combination Agreeement | (238,089) | (238,089) | |||
Issuance of restricted stock awards | 36,709 | $ 11 | 36,698 | ||
Issuance of restricted stock awards, shares | 108,500 | ||||
Net loss | (7,313,742) | (7,313,742) | |||
Balance at Mar. 31, 2022 | 41,238,239 | $ 1,268 | $ 1,150 | 132,660,734 | (91,424,913) |
Balance, shares at Mar. 31, 2022 | 12,682,746 | 11,502,355 | |||
Balance at Dec. 31, 2022 | 16,436,185 | $ 2,573 | $ 630 | 133,684,599 | (117,251,616) |
Balance, shares at Dec. 31, 2022 | 25,727,783 | 6,299,603 | |||
Exchange of Class B units and Class V shares for Class A shares | $ 15 | $ (15) | |||
Exchange of Class B units and Class V shares for Class A shares, shares | 153,608 | (153,608) | |||
Net loss | (4,642,556) | (4,642,556) | |||
Balance at Mar. 31, 2023 | $ 11,793,630 | $ 2,588 | $ 615 | $ 133,684,599 | $ (121,894,172) |
Balance, shares at Mar. 31, 2023 | 25,881,391 | 6,145,995 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,642,556) | $ (7,313,742) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 491,072 | 383,782 |
Amortization of intangible assets | 60,584 | 60,584 |
Amortization of debt issuance costs | 40,145 | |
Amortization of right-of-use asset | 98,826 | 48,598 |
Bad debt expense | 73,219 | 55,309 |
Stock based compensation expense | 185,524 | 327,759 |
Change in fair value of Private Warrants | (8,250) | (45,314) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (562,872) | (757,632) |
Inventory | 7,664 | (6,030,711) |
Vendor deposits | 4,193 | |
Prepaid expenses and other current assets | 74,068 | 68,854 |
Accounts payable | 1,344,535 | (334,513) |
Accrued liabilities | 300,881 | (546,460) |
Operating lease obligations | (89,610) | (47,871) |
Net cash used in operating activities | (2,626,771) | (14,127,164) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for purchase of equipment | (48,635) | (693,329) |
Net cash used in investing activities | (48,635) | (693,329) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
PIPE capital raise | 32,311,187 | |
Exercise of Prefunded Warrants | 75 | |
Post closing adjustment of Business Combination Agreement | (238,089) | |
Borrowings on long-term debt | 2,000,000 | |
Repayments on long-term debt | (30,125) | (4,843,403) |
Borrowings on short-term debt | 3,360,187 | |
Repayments on short-term debt | (2,900,947) | (2,000,000) |
Net cash provided by financing activities | 2,429,115 | 25,229,770 |
Net change in cash and cash equivalents | (246,291) | 10,409,277 |
Cash and cash equivalents at beginning of period | 623,163 | 2,217,191 |
Cash and cash equivalents at end of period | 376,872 | 12,626,468 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid for interest | 398,945 | $ 222,458 |
NON-CASH INVESTING AND FINANCING ACTIVITY: | ||
Non-cash commercial premium finance borrowing | $ 291,339 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Stryve Foods, Inc. (“Stryve” or the “Company”) is an emerging healthy snacking company which manufactures, markets and sells highly differentiated healthy snacking products. The Company offers convenient snacks that are lower in sugar and carbohydrates and higher in protein than other snacks. The Company is headquartered in Plano, TX and recently changed its mailing address to a post office box while it navigates a potential office relocation for its corporate staff. The Company has manufacturing operations in Madill, Oklahoma and fulfillment operations in Frisco, Texas. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity [Abstract] | |
Liquidity | Note 2 - Liquidity The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. The Company has historically funded its operations with cash flow from operations, equity capital raises, and note payable agreements from investors, in addition to bank loans. The Company's principal uses of cash have been debt service, capital expenditures, working capital, and funding operations. The Company incurred net losses of approximately $ 4.6 million during the three months ended March 31, 2023. Cash used in operating activities was approximately $ 2.6 million for the three months ended March 31, 2023. As of March 31, 2023, the Company has working capital excluding cash and debt o f $ 6.3 million which compares to the $ 7.6 million as of December 31, 2022 and has approximately $ 7.8 million of indebtedness. Late in the third quarter of 2022, the Company secured a term loan in the maximum amount of $ 6.0 million, with $ 4.0 million being advanced upon execution and up to two additional $ 1.0 million advances available to the Company subject to performance hurdles. Additionally, the Company secured an asset based line of credit with a $ 15.0 million credit limit subject to accounts receivable and inventory balances. The term loan and asset based line of credit were secured in order to augment the Company's liquidity, as needed, through the execution of management's plan. The Company had drawn $ 4.0 million of the term loan and $ 3.8 million (net of repayments) of the asset based line of credit as of March 31, 2023. See Note 5 for a description of the asset based line of credit and Note 6 for a description of the term loan. In late 2022, the Company invested more heavily into its inventories than its sales volumes would indicate as being required. Given that prevailing beef prices were rising at the time, this investment in inventory was driven in part by opportunistic commodity beef purchases made towards the end of the third quarter of 2022 to secure attractive pricing ahead of the ramp in prices. While this endeavor helped to insulate the Company from the increased commodity market in the fourth quarter of 2022, it came at a cost of dedicating a portion of its liquidity. The Company has also experienced a slower sell-through of its rationalized slow-moving, and obsolete inventory than expected due to many other consumer packaged goods companies conducting similar inventory management and rationalization programs at the same time creating a surplus of goods in the channels commonly used to sell off this type of rationalized, slow-moving, or obsolete inventory. Additionally, as previously mentioned, in the fourth quarter of 2022 and early in the first quarter of 2023, the Company experienced irregular order patterns from its retail and distribution customers due to what it believes to be working capital management activities not specific to the Company's products in which retailers and distributors may have sought to bring down their inventory levels broadly. In 2023, the Company has had to make significant investments in its working capital to support increased distribution with marquee retailers coming online in the second quarter of the year. Many of these distribution resets have been secured in large part due to the new packaging design. Accordingly, the Company has had to build and project continuing to build net new inventories to support these upcoming resets. The investment in inventory ahead of sales has put pressure on the Company's liquidity position given the structure and terms of its credit facilities and has required it to seek external financing. While the Company anticipates the increased volumes will result in improved financial results and a significantly narrowed cash loss, it does anticipate continued growth which, depending on the rate of growth, may require more external financing. Ultimately, these conditions, events, and general uncertainty around the current state of the capital markets has raised substantial doubt about the Company's ability to continue as a going concern. On April 19, 2023, the Company issued an aggregate of $ 4,089,000 in principal amount of secured promissory notes to select accredited investors carrying a 12 % accrued interest rate to help support the working ca pital and growth needs of the business. The aggregate principal amount of the notes is inclusive of $ 1,195,000 from related parties. These notes have a maturity date of December 31, 2023 . While this most recent financing has provided the Company with liquidity to support its near-term goals, given its maturity date, the Company is still evaluating several different strategies to enhance its liquidity position. These strategies may include, but are not limited to, pursuing additional actions under the Company's business reorganization plan, and seeking additional financing from both the public and private markets through the issuance of equity or debt securities. The outcome of these matters cannot be predicted with any certainty at this time. If capital is not available to the Company when, and in the amounts needed, it could be required to delay, scale back, or abandon some of its operations, which could materially harm its business, financial condition and results of operations. Notwithstanding the foregoing, the Company has examined spending throughout its business and identified ways to drive efficiencies, eliminate unnecessary expense, and focus on the highest and best use of each dollar. The Company has also sought to optimize its channel strategy and rationalize its customer and product portfolio to eliminate sales that detract from its profitability goals. The Company also anticipates reducing its inventory levels throughout 2023 which would be a near-term source of liquidity. The Company has prepared cash flow forecasts which indicate that based on its expected operating losses and cash consumption due to growth in working capital, it believes that absent an infusion of sufficient capital there is substantial doubt about its ability to continue as a going concern for twelve months after the date the condensed consolidated financial statements for the quarter ended March 31, 2023 are issued. The Company's plan includes the items noted above as well as securing external financing which may include raising debt or equity capital. These plans are not entirely within the Company's control including its ability to raise sufficient capital on favorable terms, if at all. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these interim financial statements do not include all information and footnotes required under GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results of operations, balance sheet, cash flows, and shareholders' equity for the periods presented. The unaudited condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022 . The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Prior period reclassifications Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation. Specifically, the presentation of changes in operating lease right-of-use assets and operating lease liabilities to conform with the current period presentation on the condensed consolidated statements of cash flows. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the condensed consolidated financial statements because they inherently involve significant judgments and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for doubtful accounts and customer allowances, useful lives for depreciation and amortization, standard costs of inventory, provisions for inventory obsolescence, impairments of goodwill and long-lived assets, incremental borrowing rate for leases, warrant liabilities and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. Going Concern In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Determining the extent to which conditions or events raise substantial doubt about the Company's ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by us. The Company's significant estimates related to this analysis may include identifying business factors such as size, growth and profitability used in the forecasted financial results and liquidity. Further, the Company makes assumptions about the probability that management's plans will be effectively implemented and alleviate substantial doubt and its ability to continue as a going concern. The Company believes that the estimated values used in its going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. See Note 2, Liquidity , for more information about the Company's going concern assessment. Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company’s receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances. Management provides for an allowance for doubtful accounts equal to the estimated uncollectable amounts, in addition to a general provision based on historical experience. Management provides for the customer accommodations based upon a general provision of a percentage of sales in addition to known deductions. As of March 31, 2023, and December 31, 2022, the allowance for doubtful accounts and returns and deductions totaled $ 190,579 and $ 117,360 , respectively. Total bad debt expense for the three months ended March 31, 2023 and 2022, was $ 73,219 and $ 55,309 , respectively . Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers’ financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the three months ended March 31, 2023 and 2022, the following customers and vendors represented more than 10% of consolidated sales and purchases, respectively. 2023 2022 Customer A 23 % — Customer B 14 % 12 % Customer C 11 % 11 % Customer D — 23 % Vendor A — 20 % Vendor B — 11 % As of March 31, 2023 and 2022, the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances, respectively. 2023 2022 Customer A 37 % — Customer B 11 % — Customer C 11 % 14 % Customer D — 20 % Customer E 10 % — Customer F — 28 % Vendor A — 13 % Vendor B — 13 % Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers : (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net 30 to 60 days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in ASC 606 : (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the standard cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. Debt Issuance Costs Debt issuance costs are costs incurred to obtain new debt financing. Debt issuance costs are presented in the accompanying condensed consolidated balance sheet as a reduction in the carrying value of the debt and are accredited to interest expense using the effective interest method. Leases In accordance with FASB ASC Topic 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or the Company's proportionate share of common costs. The implicit rate within the Company's leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in cost of goods sold or operations expense in the consolidated statements of operations depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in the consolidated statements of cash flows. Stock Based Compensation Stock-based compensation awards are accounted for in accordance with ASC 718, Compensation –Stock Compensation . The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date and is adjusted to reflect actual forfeitures. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, for the three months ended March 31, 2022, certain pre-funded warrants are included in the calculation of basic earnings per share as the pre-funded warrants can be exercised for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. As of March 31, 2023 and 2022 , there were no dilutive securities. As of March 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January Offering 10,294,118 10,294,118 Restricted Stock Awards - unvested 727,792 400,500 22,019,410 21,692,118 The weighted average number of shares outstanding for purposes of per share calculations includes the pre-funded warrants as if they had been exercised as well as the Class B and Class V shares on as-exchanged basis. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination as described below. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of March 31, 2023 , no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into the TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (b) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of March 31, 2023 , there have been 5,356,360 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for and equal number of shares of Class A common stock of the Company. The Company has not recognized any change to the deferred tax asset for changes in tax basis, as the asset is not more-likely-than-not to be realized. Additionally, the company has not recognized the TRA liability as it is not probable that the TRA payments would be paid based on the Company's historical loss position and would not be payable until the company realizes tax benefit. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and a line of credit. The carrying amounts of cash, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit has fixed interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Note 4 - Inventory, net As of March 31, 2023, and December 31, 2022, inventory consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 1,810,084 $ 1,614,712 Work in process 1,459,161 308,569 Finished goods 4,981,733 6,335,361 Total Inventory, net $ 8,250,978 $ 8,258,642 Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of March 31, 2023 and December 31, 2022 the reserve for slow moving and obsolete inventory was $ 609,575 and $ 708,858 respectively. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 5 - Line of Credit On September 28, 2022, certain subsidiaries of the Company entered into an Invoice Purchase and Security Agreement (together with an Inventory Finance Rider thereto, the “PSA”) with Alterna Capital Solutions LLC (the “Lender”) providing for (a) the purchase by the Lender of certain of the subsidiaries’ accounts receivable, and (b) financing based upon a percentage of the value of the subsidiaries’ inventory. Pursuant to the PSA, the subsidiaries agree to sell eligible accounts receivable to the Lender for an amount equal to the face amount of each account receivable less a reserve percentage. The maximum amount potentially available to be deployed by the Lender at any given time is $ 15,000,000 , which may be increased to an amount up to $ 20,000,000 . Pursuant to the Inventory Finance Rider to the RSA, the subsidiaries may request advances from time to time based upon the value of the subsidiaries’ inventory. Such advances bear interest at the current prime rate plus 2.25 % and are required to be repaid at any time the aggregate outstanding amount of such advances exceed a designated percentage of the value of such inventory. The PSA provides for the payment of fees by the subsidiaries and includes customary representations and warranties, indemnification provisions, covenants and events of default. Subject in some cases to cure periods, amounts outstanding under the PSA may be accelerated for typical defaults including, but not limited to, the failure to make when due payments, the failure to perform any covenant, the inaccuracy of representations and warranties, the occurrence of debtor-relief proceedings and the occurrence of liens against the purchased accounts receivable and collateral. The subsidiaries have granted the Lender a security interest in all of their respective personal property to secure their obligations under the PSA; provided that the Lender has a first priority security interest in the Subsidiaries’ accounts receivable, payment intangibles and inventory. A named executive officer of the Company granted the Lender a security interest in certain personal property owned by the named executive officer to further secure the Company's obligations under the PSA. The PSA provides for an initial twenty four ( 24 ) month term, followed by automatic annual renewal terms unless the subsidiaries provide written notice pursuant to the PSA prior to the end of any term. As of March 31, 2023 and December 31, 2022 , $ 3,829,615 and $ 1,257,301 , respectively, was borrowed under the financing agreement. The Company recognized approximately $ 87,600 in interest expense for the three months ended March 31, 2023 . No amounts under the PSA were outstanding as of March 31, 2022 , therefore no interest was recorded in the comparable period in prior year. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 - Debt As of March 31, 2023 and December 31, 2022, debt consisted of the following: March 31, 2023 December 31, 2022 Long-term debt $ 4,005,404 $ 4,035,529 Short-term debt 611,565 724,639 Line of credit 3,829,615 1,257,301 Total notes payable 8,446,584 6,017,469 Less: current portion ( 890,260 ) ( 969,421 ) Less: debt issuance costs ( 265,224 ) ( 305,369 ) Less: line of credit, net of debt issuance costs ( 1,652,101 ) ( 1,046,101 ) Total notes payable, net of current portion $ 5,639,000 $ 3,696,578 Outstanding as of March 31, 2023 On March 12, 2021, the Company entered into a note payable agreement (“Broken Stone Agreement”) with Broken Stone Investments, LLC. for the principal amount of $ 200,000 , bearing interest at 5 % per annum, with all principal and accrued interest thereon due and payable at maturity of June 1, 2023 . The Broken Stone Agreement calls for monthly principal and interest payments of $ 8,774 to commence on July 1, 2021 , through maturity on June 1, 2023 . As of March 31, 2023, the balance on this loan was $ 51,918 . The Company entered into Commercial Premium Finance Agreements ("the Agreement") with terms less than one year and with interest rates ranging from 4.64 % to 7.50 %. The proceeds from these transactions were used to partially fund the premiums due under some of the Company's insurance policies. The amounts payable are secured by the Company's rights under such policies. As of March 31, 2023 and December 31, 2022 , the combined remaining balance totaled $ 611,565 and $ 724,639 , respectively. The Company recognized approximately $ 9,677 in interest expense for the three months ended March 31, 2023 . No amounts under the Agreement were outstanding as of March 31, 2022 , therefore no interest was recorded in the comparable period in prior year. On September 28, 2022, the Company entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V, L.P. providing for a loan facility for the Company in the maximum amount of $ 6,000,000 , with $ 4,000,000 being advanced to the Company upon execution of the Loan Agreement and up to two additional $ 1,000,000 advances available to the Company upon request, provided that the Company has satisfied all conditions with respect to such advance. The Loan Agreement requires monthly payments, calculated as a percentage of the Company’s revenue from the previous month (subject to an annual payment cap) with all outstanding advances and the interest (as defined in the Loan Agreement) being due at maturity on June 13, 2027 (unless accelerated upon a change of control or the occurrence of other events of default). Interest does not accrue on advance(s) pursuant to the Loan Agreement, rather a minimum amount of interest (as defined in the Loan Agreement) is due pursuant to the terms of the Loan Agreement. The Loan Agreement further provides for the payment of fees by the Company and includes customary representations and warranties, indemnification provisions, covenants and events of default. Subject in some cases to cure periods, amounts outstanding and otherwise due under the Loan Agreement may be accelerated for typical defaults including, but not limited to, the failure to make when due payments, the failure to perform any covenant, the inaccuracy of representations and warranties, and the occurrence of debtor-relief proceedings. The advances are secured by all property of the Company and is guaranteed by the Company and certain of the Company’s Subsidiaries. The Company has accounted for the loan facility as debt in accordance with ASC 470-10-25-2 and use the effective interest rate method to estimate the timing and amount of future cash flows in accordance with ASC 835-30. The current effective interest rate is 11.7 %. As of March 31, 2023 and December 31, 2022 , the balance on this loan was $ 3,953,486 and $ 3,983,611 , respectively. The Company recognized approximately $ 118,073 in interest expense for the three months ended March 31, 2023 . No amounts under the Loan Agreement were outstanding as of March 31, 2022 , therefore no interest was recorded in the comparable period in prior year. Future minimum principal payments on the notes payable are, as of March 31, 2023: 2023 (for the remainder of) $ 2,654,539 2024 336,089 2025 608,083 2026 1,193,142 2027 1,654,732 Thereafter 2,000,000 $ 8,446,584 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 - Income Taxes The Company’s sole material asset is Andina Holdings, LLC, which is treated as a partnership for U.S. federal income tax purposes and for purposes of certain state and local income taxes. Andina Holdings, LLC owns 100 % of Stryve Foods, LLC which is treated as a disregarded entity for the U.S. federal income tax purposes. Stryve Foods Holdings, LLC's net taxable income and any related tax credits are passed through to its members and are included in the members’ tax returns, even though such net taxable income or tax credits may not have actually been distributed. The income tax burden on the earnings taxed to the non- controlling interests is not reported by the Company in its condensed consolidated financial statements under GAAP. As a result, the Company’s effective tax rate is expected to differ materially from the statutory rate. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022 , no liability for unrecognized tax benefits was required to be reported and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company currently estimates its annual effective income tax rate t o be - 0.0329 %, w hich differs from the federal rate of 21 % primarily due to tax benefit related to income passed through to non-controlling interest, increase in valuation allowances, and state and local income taxes. The Company has reported income tax expen se of $ 3,331 and $ 7,786 for the three months ended March 31, 2023 and 2022. Tax Receivable Agreement Liability In conjunction with the Business Combination, the Company also entered into a TRA with the Seller and Holdings. Pursuant to the TRA, the Company is required to pay the Seller 85 % of the amount of savings, if any, in United States federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (b) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of March 31, 2023 , there have been 5,356,360 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for an equal number of shares of Class A common stock of the Company. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of March 31, 2023 , the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company has determined that the TRA liability is no t probable and therefore no TRA liability existed as of March 31, 2023. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Note 8 - Shareholders’ Equity The Company’s Amended and Restated Certificate of Incorporation (“Charter”) authorizes the issuance of 610,000,000 shares, of which 400,000,000 shares are Class A common stock, par value $ 0.0001 per share, 200,000,000 shares of Class V common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. Warrants Public Warrants The Company has outstanding 10,997,500 warrants that were issued prior to the Business Combination, of which 10,800,000 are referred to as public warrants and 197,500 are Private Warrants. Each warrant represents the right to purchase an equal number of shares of the Company’s Class A common stock. Each warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 . The warrants expire on July 20, 2026 . The Company may call the public warrants for redemption (but not the Private Warrants), in whole and not in part, at a price of $ .01 per Public Warrant: ● at any time while the public warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each public warrant holder, ● if, and only if, the reported last sale price of shares of Class A common stock equals or exceeds $ 18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to public warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to shares of Class A common stock underlying such public warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. Private Warrants The Company has agreed that so long as the Private Warrants are still held by its initial shareholders or their affiliates, it will not redeem such Private Warrants and will allow the holders to exercise such Private Warrants on a cashless basis (even if a registration statement covering shares of Class A common stock issuable upon exercise of such warrants is not effective). As of March 31, 2023, there were 197,500 Private Warrants outstanding. Pre-Funded Warrants On September 15, 2021, the Company entered into a Share Repurchase Agreement with various entities (collectively, the “Investors”) whereby the Company repurchased an aggregate of 800,000 shares of Class A common stock (the “Repurchase Shares”) from the Investors. The purchase price for the Repurchase Shares was the issuance of an aggregate of 800,000 pre-funded warrants to acquire an equal number of shares of Class A common stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants do not expire and are exercisable at any time after their original issuance. During May 2022, the Pre-Funded Warrants were exercised in full. On January 6, 2022, the Company sold 2,496,934 shares of the Company’s Class A common stock, and, in lieu of common stock, pre-funded warrants to purchase 7,797,184 shares of common stock and accompanying warrants to purchase up to 10,294,118 shares of common stock (the “January Offering”). The common stock and warrants were sold at a combined purchase price of $ 3.40 per share (less $ 0.0001 per share for pre-funded warrants). Each warrant has an exercise price per share of common stock equal to $ 3.60 and will expire five years from the date of issuance and may be exercised on a cashless basis if a registration statement registering the shares issuable upon exercise is not effective. The Company received gross proceeds from the offering of approximately $ 35 million before deducting estimated offering expenses. As of December 31, 2022, the pre-funded warrants issued in the January Offering were exercised in full on a cashless basis. Stryve Foods, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”) The Incentive Plan allows the Company to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by its board of directors and/or compensation committee. The Incentive Plan also allows the Company to use a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of its stockholders. The Incentive Plan is administered by the Company’s board of directors or its compensation committee, or any other committee or subcommittee or one or more of its officers to whom authority has been delegated (collectively, the “Administrator”). The Administrator has the authority to interpret the Incentive Plan and award agreements entered into with respect to the Incentive Plan; to make, change and rescind rules and regulations relating to the Incentive Plan; to make changes to, or reconcile any inconsistency in, the Incentive Plan or any award agreement covering an award; and to take any other actions needed to administer the Incentive Plan. The Incentive Plan permits the Administrator to grant stock options, stock appreciation rights (“SARs”), performance shares, performance units, shares of Class A common stock, restricted stock, restricted stock units (“RSUs”), cash incentive awards, dividend equivalent units, or any other type of award permitted under the Incentive Plan. The Administrator may grant any type of award to any participant it selects, but only employees of the Company or its subsidiaries may receive grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code. Awards may be granted alone or in addition to, in tandem with, or (subject to the repricing prohibition described below) in substitution for any other award (or any other award granted under another plan of the Company or any affiliate, including the plan of an acquired entity). The Company has reserved a total of 2,564,960 shares of Class A common stock for issuance pursuant to the Incentive Plan. The number of shares reserved for issuance under the Incentive Plan will be reduced on the date of the grant of any award by the maximum number of shares, if any, with respect to which such award is granted. However, an award that may be settled solely in cash will not deplete the Incentive Plan’s share reserve at the time the award is granted. If (a) an award expires, is canceled, or terminates without issuance of shares or is settled in cash, (b) the Administrator determines that the shares granted under an award will not be issuable because the conditions for issuance will not be satisfied, (c) shares are forfeited under an award, (d) shares are issued under any award and the Company reacquires them pursuant to its reserved rights upon the issuance of the shares, (e) shares are tendered or withheld in payment of the exercise price of an option or as a result of the net settlement of outstanding stock appreciation rights or (f) shares are tendered or withheld to satisfy federal, state or local tax withholding obligations, then those shares are added back to the reserve and may again be used for new awards under the Incentive Plan. However, shares added back to the reserve pursuant to clauses (d), (e) or (f) in the preceding sentence may not be issued pursuant to incentive stock options. As of March 31, 2023, the Company had 1,562,810 shares of Class A common stock remain available for issuance under the Incentive Plan. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 9 - Stock Based Compensation The Company's stock-based awards that result in compensation expense consist of restricted stock units (RSUs) and restricted stock awards (RSAs). As of March 31, 2023 , the Company had 1,562,810 shares available for grant under its stock plans. As of March 31, 2023, the total unrecognized compensation cost related to all unvested stock-based compensation awards was $ 1,778,250 and is expected to be recognized over the next four years . RSUs generally vest over three years and RSAs generally vest from one to four years . Restricted Stock Units (RSUs) The following table summarizes the Company's RSU activity: Nonvested Restricted Stock Units Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2023 198,344 $ 3.23 Added — $ — Forfeiture ( 25,833 ) $ 5.16 Vested — $ — Restricted Stock at March 31, 2023 172,511 $ 2.97 The fair value of RSUs is determined based on the closing market price of the Company's stock on the grant date. Restricted Stock Awards (RSAs) The following table summarizes the Company's RSA activity: Nonvested Restricted Stock Awards Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2023 617,243 $ 1.86 112,500 $ 0.83 Added — $ — — $ — Forfeiture — $ — — $ — Vested ( 17,708 ) $ 2.31 — $ — Restricted Stock at March 31, 2023 599,535 $ 1.81 112,500 $ 0.83 The fair value of RSAs is determined based on the closing market price of the Company's stock on the grant date. Stock Based Compensation Expense The Company has a long-term incentive plan under which the Compensation Committee of the Board of Directors has the authority to grant share-based awards to Company employees and non-employees. Stock based compensation costs associated with employee RSU and RSA grants are recorded as a separate component of salaries and wages on the condensed consolidated statements of operations. For the three months ended March 31, 2023 and 2022 , $ 151,689 and $ 281,134 , respectively, were recorded in salaries and wages. Stock based compensation costs associated with non-employee RSU and RSA grants are recorded as a separate component of selling expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2023 and 2022 , $ 33,834 and $ 46,625 , respectively, were recorded in selling expenses. Stock based compensation expense for service-based awards that contain a graded vesting schedule is recognized on a straight-line basis. The Company accounts for forfeitures when they occur. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Observable inputs such as quoted prices (unadjusted), for identical instruments in active markets. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s liability measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2023 December 31, 2022 Liabilities: Warrant liability - Private Warrants 3 $ 12,375 $ 20,625 Private Warrants The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. On March 31, 2023 , the Private Warrants were determined to have a fair value of $ 0.03 per warrant for an aggregate fair value of $ 12,375 . The following table presents the change in the fair value of warrant liabilities for the period: Warrant Fair Values Private Fair value as of December 31, 2022 $ 20,625 Change in fair value ( 8,250 ) Fair value as of March 31, 2023 $ 12,375 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related Party Transactions Sale and Leaseback . On May 26, 2021 , the Company entered into a Purchase and Sale Agreement with OK Biltong Facility, LLC (“Buyer”), an entity controlled by a member of the Company’s board of directors, pursuant to which the parties consummated a sale and leaseback transaction (the “Sale and Leaseback Transaction”) of the Company’s manufacturing facility and the surrounding property in Madill, Oklahoma (the “Real Property”) for a total purchase price of $ 7,500,000 . In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve ( 12 ) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $ 60,000 per month, which rent will increase on an annual basis at two percent ( 2 %) over the initial term and two-and-a-half percent ( 2.5 %) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five ( 5 ) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. The Company determined that the sale and leaseback transaction contained continuing involvement and thus used the financing method consistent with ASC 842. The transfer did not qualify as a sale; hence it is considered a "failed" sale and both parties account for it as a financing transaction. Accordingly, a financing obligation related to the operating lease in the amount of the sale price ($ 7,500,000 ) has been booked and the corresponding assets on the balance sheet are maintained. Under the finance method, rental payments are applied as amortization and/or interest expense on the financing obligation as appropriate using an assumed interest rate. The Company is accounting for these as interest only payments because the Company's incremental cost to borrow when applied to the financing obligation is greater than the rental payments under the Lease Agreement. The Company recognized interest expense of $ 183,593 and $ 179,993 during the three months ended March 31, 2023 and 2022, respectively. Other . During the three months ended March 31, 2023 and 2022 , the Company purchased approximately $ 0 and $ 133,800 , respectively, in goods from an entity controlled by a member of the Company’s Board of Directors (the "Related Party Manufacturer"). There were no amounts owed to the Related Party Manufacturer as of March 31, 2023 and December 31, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 - Commitments and Contingencies Litigation On March 29, 2022, one of the investors in Stryve’s January 2022 private offering sent the Company a letter alleging that the Company has breached “the representations and warranties the Company” made to investors in the definitive agreement. Although Stryve intends to vigorously defend itself against these allegations, Stryve cannot at this time predict whether any litigation will be filed, predict the likely outcome of any future litigation, reasonably determine either the probability of a material adverse result or any estimated range of potential exposure, or reasonably determine how this matter or any future matters might impact the Company's business, its financial condition, or its results of operations, although such impact, including the costs of defense, as well as any judgments or indemnification obligations, among other things, could be materially adverse to us. The Company has received a letter from a person purporting to be counsel to certain investors in Stryve LLC and the Seller, which letter alleges claims against the Company, Stryve LLC, and the Seller concerning the distribution of Stryve’s equity by the Seller in connection with the Business Combination Agreement by which Stryve acquired Stryve LLC. The Company believes that such allegations are without merit and intends to defend against any claims that may be filed on account of such allegations. Stryve is not able at this time to quantify its exposure for any possible damages arising out of any such claims that may arise from these allegations. The Company may be a party to routine claims brought against it in the ordinary course of business. After consulting with legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. Registration Rights Agreements The Company is a party to various registration rights agreements with certain stockholders where it may be required to register securities for such stockholders in certain circumstances. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 19, 2023 , the Company issued an aggregate of $ 4,089,000 in principal amount of secured promissory notes (the “Notes”) to select accredited investors (the “Lenders”). The aggregate principal amount of the Notes is inclusive of $ 1,195,000 from related parties (the "Related Party Notes"). The Notes accrue interest annually at a rate of 12 % and will mature upon the earlier of (i) December 31, 2023 , or (ii) the closing of the next sale (or series of related sales) by the Company of its equity securities (other than pursuant to warrants described below), following the date of the Notes, from which the Company receives gross proceeds of not less than $ 3,000,000 . The Notes are secured by a security interest on substantially all the assets of the Company that is subordinate to the security interests of the Company’s existing first and second lien lenders. Each Lender that purchased Notes received a warrant (the “Warrants”) to purchase one share of the Company’s Class A common stock for each $ 0.5134 of principal amount of the Notes, for an aggregate of 7,964,550 Warrants. The aggregate amount of the Warrants is inclusive of 2,327,620 associated with the Related Party Notes. Each Warrant is exercisable immediately, has an exercise price per share of Class A common stock equal to $ 0.5134 and will expire three years and three months from the date of issuance and may be exercised on a cashless basis if a registration statement registering the resale of the shares issuable upon exercise is not effective. The warrant holder will be prohibited, subject to certain exceptions, from exercising the Warrants for shares of the Company’s Class A common stock to the extent that immediately prior to or after giving effect to such exercise, the warrant holder, together with its affiliates and other attribution parties, would own more than 4.99 % or 9.99 %, as applicable, of the total number of shares of the Company’s Class A common stock then issued and outstanding, which percentage may be changed at the warrant holders’ election to a higher or lower percentage not in excess of 9.99 % upon 61 days’ notice to the Company. The Company agreed to use commercially reasonable efforts to register the shares of Class A common stock underlying the Warrants within 60 days and to have the registration statement declared effective within 30 days thereafter. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, these interim financial statements do not include all information and footnotes required under GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results of operations, balance sheet, cash flows, and shareholders' equity for the periods presented. The unaudited condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022 . The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. |
Prior Period Reclassifications | Prior period reclassifications Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation. Specifically, the presentation of changes in operating lease right-of-use assets and operating lease liabilities to conform with the current period presentation on the condensed consolidated statements of cash flows. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the condensed consolidated financial statements because they inherently involve significant judgments and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for doubtful accounts and customer allowances, useful lives for depreciation and amortization, standard costs of inventory, provisions for inventory obsolescence, impairments of goodwill and long-lived assets, incremental borrowing rate for leases, warrant liabilities and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. |
Going Concern | Going Concern In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Determining the extent to which conditions or events raise substantial doubt about the Company's ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by us. The Company's significant estimates related to this analysis may include identifying business factors such as size, growth and profitability used in the forecasted financial results and liquidity. Further, the Company makes assumptions about the probability that management's plans will be effectively implemented and alleviate substantial doubt and its ability to continue as a going concern. The Company believes that the estimated values used in its going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. See Note 2, Liquidity , for more information about the Company's going concern assessment. |
Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions | Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company’s receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances. Management provides for an allowance for doubtful accounts equal to the estimated uncollectable amounts, in addition to a general provision based on historical experience. Management provides for the customer accommodations based upon a general provision of a percentage of sales in addition to known deductions. As of March 31, 2023, and December 31, 2022, the allowance for doubtful accounts and returns and deductions totaled $ 190,579 and $ 117,360 , respectively. Total bad debt expense for the three months ended March 31, 2023 and 2022, was $ 73,219 and $ 55,309 , respectively . |
Concentration of Credit Risk | Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers’ financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the three months ended March 31, 2023 and 2022, the following customers and vendors represented more than 10% of consolidated sales and purchases, respectively. 2023 2022 Customer A 23 % — Customer B 14 % 12 % Customer C 11 % 11 % Customer D — 23 % Vendor A — 20 % Vendor B — 11 % As of March 31, 2023 and 2022, the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances, respectively. 2023 2022 Customer A 37 % — Customer B 11 % — Customer C 11 % 14 % Customer D — 20 % Customer E 10 % — Customer F — 28 % Vendor A — 13 % Vendor B — 13 % |
Revenue Recognition Policy | Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers : (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net 30 to 60 days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in ASC 606 : (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. |
Inventory | Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the standard cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are costs incurred to obtain new debt financing. Debt issuance costs are presented in the accompanying condensed consolidated balance sheet as a reduction in the carrying value of the debt and are accredited to interest expense using the effective interest method. |
Leases | Leases In accordance with FASB ASC Topic 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or the Company's proportionate share of common costs. The implicit rate within the Company's leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. The Company estimates its incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in cost of goods sold or operations expense in the consolidated statements of operations depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in the consolidated statements of cash flows. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation awards are accounted for in accordance with ASC 718, Compensation –Stock Compensation . The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date and is adjusted to reflect actual forfeitures. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed consolidated statements of operations. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, for the three months ended March 31, 2022, certain pre-funded warrants are included in the calculation of basic earnings per share as the pre-funded warrants can be exercised for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. As of March 31, 2023 and 2022 , there were no dilutive securities. As of March 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January Offering 10,294,118 10,294,118 Restricted Stock Awards - unvested 727,792 400,500 22,019,410 21,692,118 The weighted average number of shares outstanding for purposes of per share calculations includes the pre-funded warrants as if they had been exercised as well as the Class B and Class V shares on as-exchanged basis. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination as described below. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of March 31, 2023 , no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. |
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into the TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (b) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of March 31, 2023 , there have been 5,356,360 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for and equal number of shares of Class A common stock of the Company. The Company has not recognized any change to the deferred tax asset for changes in tax basis, as the asset is not more-likely-than-not to be realized. Additionally, the company has not recognized the TRA liability as it is not probable that the TRA payments would be paid based on the Company's historical loss position and would not be payable until the company realizes tax benefit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and a line of credit. The carrying amounts of cash, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit has fixed interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Customers Concentrations | For the three months ended March 31, 2023 and 2022, the following customers and vendors represented more than 10% of consolidated sales and purchases, respectively. 2023 2022 Customer A 23 % — Customer B 14 % 12 % Customer C 11 % 11 % Customer D — 23 % Vendor A — 20 % Vendor B — 11 % As of March 31, 2023 and 2022, the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances, respectively. 2023 2022 Customer A 37 % — Customer B 11 % — Customer C 11 % 14 % Customer D — 20 % Customer E 10 % — Customer F — 28 % Vendor A — 13 % Vendor B — 13 % |
Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share | As of March 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January Offering 10,294,118 10,294,118 Restricted Stock Awards - unvested 727,792 400,500 22,019,410 21,692,118 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of March 31, 2023, and December 31, 2022, inventory consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 1,810,084 $ 1,614,712 Work in process 1,459,161 308,569 Finished goods 4,981,733 6,335,361 Total Inventory, net $ 8,250,978 $ 8,258,642 Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. As of March 31, 2023 and December 31, 2022 the reserve for slow moving and obsolete inventory was $ 609,575 and $ 708,858 respectively. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2023 and December 31, 2022, debt consisted of the following: March 31, 2023 December 31, 2022 Long-term debt $ 4,005,404 $ 4,035,529 Short-term debt 611,565 724,639 Line of credit 3,829,615 1,257,301 Total notes payable 8,446,584 6,017,469 Less: current portion ( 890,260 ) ( 969,421 ) Less: debt issuance costs ( 265,224 ) ( 305,369 ) Less: line of credit, net of debt issuance costs ( 1,652,101 ) ( 1,046,101 ) Total notes payable, net of current portion $ 5,639,000 $ 3,696,578 |
Future Minimum Principal Payments of Debt | Future minimum principal payments on the notes payable are, as of March 31, 2023: 2023 (for the remainder of) $ 2,654,539 2024 336,089 2025 608,083 2026 1,193,142 2027 1,654,732 Thereafter 2,000,000 $ 8,446,584 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit and Restricted Stock Awards Activity | The following table summarizes the Company's RSU activity: Nonvested Restricted Stock Units Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2023 198,344 $ 3.23 Added — $ — Forfeiture ( 25,833 ) $ 5.16 Vested — $ — Restricted Stock at March 31, 2023 172,511 $ 2.97 The following table summarizes the Company's RSA activity: Nonvested Restricted Stock Awards Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2023 617,243 $ 1.86 112,500 $ 0.83 Added — $ — — $ — Forfeiture — $ — — $ — Vested ( 17,708 ) $ 2.31 — $ — Restricted Stock at March 31, 2023 599,535 $ 1.81 112,500 $ 0.83 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s liability measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2023 December 31, 2022 Liabilities: Warrant liability - Private Warrants 3 $ 12,375 $ 20,625 |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the change in the fair value of warrant liabilities for the period: Warrant Fair Values Private Fair value as of December 31, 2022 $ 20,625 Change in fair value ( 8,250 ) Fair value as of March 31, 2023 $ 12,375 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) | 3 Months Ended | |||||
Apr. 19, 2023 USD ($) | Sep. 28, 2022 USD ($) Advance | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 27, 2022 USD ($) | |
Net loss | $ (4,642,556) | $ (7,313,742) | ||||
Cash used in operating activities | (2,626,771) | (14,127,164) | ||||
Working capital | 6,300,000 | $ 7,600,000 | ||||
Indebtedness | 7,800,000 | |||||
Line of credit facility drawn | 3,829,615 | 1,257,301 | ||||
Secured Promissory Notes [Member] | Subsequent Event [Member] | ||||||
Aggregate principal amount of secured promissory notes | $ 4,089,000 | |||||
Aggregate principal amount of the notes from related parties | $ 1,195,000 | |||||
Interest rate | 12% | |||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||||
Invoice Purchase and Security Agreement [Member] | Alterna Capital Solutions LLC [Member] | ||||||
Line of credit facility drawn | $ 3,829,615 | $ 0 | $ 1,257,301 | |||
Maximum borrowing capacity | $ 20,000,000 | $ 15,000,000 | ||||
Revenue Loan And Security Agreement [Member] | Decathlon Alpha IV, L.P. [Member] | ||||||
Debt instrument, principal amount | $ 4,000,000 | |||||
Number of additional advance available | Advance | 2 | |||||
Interest rate | 11.70% | |||||
Debt Instrument, Maturity Date | Jun. 13, 2027 | |||||
Line of credit facility drawn | $ 4,000,000 | |||||
Maximum borrowing capacity | $ 6,000,000 | |||||
Additional borrowing capacity | $ 1,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Allowance for doubtful accounts and returns and deductions | $ 190,579 | $ 117,360 | |
Bad debt expense | $ 73,219 | $ 55,309 | |
Revenue practical expedient, incremental cost of obtaining contract [true/false] | true | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Percentage of savings required to be paid to the seller | 85% | ||
Cash, FDIC insured amount | $ 250,000 | ||
Dilutive securities | $ 0 | $ 0 | |
Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with customers payment terms | 30 days | ||
Maximum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with customers payment terms | 60 days | ||
Tax Receivable Agreement [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of savings required to be paid to the seller | 85% | ||
Class B common units of holdings and class V common stock of the company | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Exchanged number of shares | 5,356,360 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details 1) | Mar. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected to be recognized period | 1 year |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Customers and Vendors Concentrations (Details) - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer A [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 23% | |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 37% | |
Customer B [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 14% | 12% |
Customer B [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11% | |
Customer C [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11% | 11% |
Customer C [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11% | 14% |
Customer D [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 23% | |
Customer D [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 20% | |
Customer E [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10% | |
Customer F [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 28% | |
Vendor A [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 20% | |
Vendor A [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13% | |
Vendor B [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11% | |
Vendor B [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13% |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 22,019,410 | 21,692,118 |
Private Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 197,500 | 197,500 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 10,800,000 | 10,800,000 |
Warrants - January Offering [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 10,294,118 | 10,294,118 |
Restricted Stock Awards - Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 727,792 | 400,500 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,810,084 | $ 1,614,712 |
Work in process | 1,459,161 | 308,569 |
Finished goods | 4,981,733 | 6,335,361 |
Total Inventory, net | $ 8,250,978 | $ 8,258,642 |
Inventory, Net - Additional Inf
Inventory, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Reserve for slow moving and obsolete inventory | $ 609,575 | $ 708,858 |
Prepaid Expenses - Additional I
Prepaid Expenses - Additional Information (Details) | Mar. 31, 2023 USD ($) |
Debt instrument, borrowings | $ 8,446,584 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Sep. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 27, 2022 | |
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 3,829,615 | $ 1,257,301 | |||
Debt issuance costs, net | 265,224 | 305,369 | |||
Alterna Capital Solutions LLC [Member] | Invoice Purchase and Security Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | $ 15,000,000 | |||
Line of credit | 3,829,615 | $ 0 | $ 1,257,301 | ||
Line of credit initial term | 24 months | ||||
Interest expense | $ 87,600 | $ 0 | |||
Alterna Capital Solutions LLC [Member] | Prime Rate [Member] | Invoice Purchase and Security Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, interest rate | 2.25% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long term debt | $ 4,005,404 | $ 4,035,529 |
Short term debt | 611,565 | 724,639 |
Line of credit | 3,829,615 | 1,257,301 |
Total notes payable | 8,446,584 | 6,017,469 |
Less: current portion | (890,260) | (969,421) |
Less: debt issuance costs | (265,224) | (305,369) |
Less: line of credit, net of debt issuance costs | (1,652,101) | (1,046,101) |
Total notes payable, net of current portion | $ 5,639,000 | $ 3,696,578 |
Debt - Outstanding - Additional
Debt - Outstanding - Additional Information (Details) | 3 Months Ended | ||||
Sep. 28, 2022 USD ($) Advance | Mar. 12, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount due | $ 8,446,584 | ||||
Commercial Premium Finance Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, remaining balance | 611,565 | $ 0 | $ 724,639 | ||
Interest expense | $ 9,677 | 0 | |||
Commercial Premium Finance Agreement [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 1 year | ||||
Commercial Premium Finance Agreement One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 4.64% | ||||
Commercial Premium Finance Agreement Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 7.50% | ||||
Broken Stone Investments, LLC. [Member] | Promissory Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jun. 01, 2023 | ||||
Debt instrument, principal amount | $ 200,000 | ||||
Debt instrument, frequency of periodic payment | monthly | ||||
Debt instrument, periodic payment | $ 8,774 | ||||
Debt instrument, periodic interest payment, start date | Jul. 01, 2021 | ||||
Debt instrument, periodic interest payment, end date | Jun. 01, 2023 | ||||
Short term debt interest rate | 5% | ||||
Short term debt carrying amount | $ 51,918 | ||||
Decathlon Alpha IV, L.P. [Member] | Revenue Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Jun. 13, 2027 | ||||
Debt instrument, principal amount | $ 4,000,000 | ||||
Debt instrument, principal amount due | $ 3,953,486 | $ 3,983,611 | |||
Maximum borrowing capacity | 6,000,000 | ||||
Additional borrowing capacity | $ 1,000,000 | ||||
Number of additional advance available | Advance | 2 | ||||
Debt instrument, frequency of periodic payment | monthly | ||||
Effective interest rate percentage | 11.70% | ||||
Debt instrument, remaining balance | 0 | ||||
Interest expense | $ 118,073 | $ 0 |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payments of Debt (Details) | Mar. 31, 2023 USD ($) |
Maturities of Long-Term Debt [Abstract] | |
2023 (for the remainder of) | $ 2,654,539 |
2024 | 336,089 |
2025 | 608,083 |
2026 | 1,193,142 |
2027 | 1,654,732 |
Thereafter | 2,000,000 |
Long-term Debt, Total | $ 8,446,584 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Percentage of savings required to be paid to the seller | 85% | ||
Effective income tax rate | (0.0329%) | ||
Federal rate | 21% | ||
Tax receivable agreement liability | $ 0 | ||
Income tax expense | $ 3,331 | $ 7,786 | |
Class B common units of holdings and class V common stock of the company | |||
Income Tax Contingency [Line Items] | |||
Exchanged number of shares | 5,356,360 | ||
Stryve Foods, LLC [Member] | |||
Income Tax Contingency [Line Items] | |||
Ownership percentage | 100% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | Jan. 06, 2022 | Sep. 15, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Shares authorized | 610,000,000 | |||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 | ||
Warrants redemption price per share | $ 0.01 | |||
Warrants outstanding | $ 10,997,500 | |||
Shares issued price per share | $ 11.50 | |||
Warrants expiration | Jul. 20, 2026 | |||
January 2022 Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 3.60 | |||
Warrant offering term | 5 years | |||
Gross proceeds from the offering | $ 35,000,000 | |||
Class A Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized | 400,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Price per share | $ 18 | |||
Repurchase of aggregate common stock, shares | 800,000 | |||
Issuance and sale of shares | 2,496,934 | |||
Common stock reserved for future issuance | 2,564,960 | 1,562,810 | ||
Class A Common Stock [Member] | January 2022 Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 3.40 | |||
Class A Common Stock [Member] | Maximum [Member] | January 2022 Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance and sale of shares | 10,294,118 | |||
Class V Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Private Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants outstanding | $ 197,500 | |||
Pre-Funded Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants to acquire common stock | 800,000 | |||
Issuance and sale of shares | 7,797,184 | |||
Warrant price per share | $ 0.0001 | |||
Public Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrants outstanding | $ 10,800,000 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares available for grant | 1,562,810 | |
Salaries and wages | $ 2,163,152 | $ 2,585,899 |
Selling expenses | 1,969,010 | 4,026,055 |
Unrecognized compensation cost | $ 1,778,250 | |
Unrecognized compensation cost expected to be recognized | 4 years | |
Employee RSU and RSA grants [Member] | ||
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Salaries and wages | $ 151,689 | 281,134 |
Non-employee RSU and RSA grants [Member] | ||
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Selling expenses | $ 33,834 | $ 46,625 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock Award RSA [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted Stock Award RSA [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 4 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Unit and Restricted Stock Awards Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 198,344 |
Number of shares, Forfeiture | shares | (25,833) |
Number of shares, Ending Balance | shares | 172,511 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 3.23 |
Weighted Average Award Date Fair Value, Forfeiture | $ / shares | 5.16 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 2.97 |
Restricted Stock Award RSA [Member] | |
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 617,243 |
Number of shares, Vested | shares | (17,708) |
Number of shares, Ending Balance | shares | 599,535 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 1.86 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 2.31 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 1.81 |
Director Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 112,500 |
Number of shares, Ending Balance | shares | 112,500 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 0.83 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 0.83 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - Private Warrants [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 12,375 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 12,375 | $ 20,625 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Warrant Liability | Warrant Liability |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of December 31, 2022 | $ 20,625 |
Change in fair value | (8,250) |
Fair value as of March 31, 2023 | $ 12,375 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of Private Warrants |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Private Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants price per shares | $ / shares | $ 0.03 |
Warrant liability | $ | $ 12,375 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
May 26, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Interest expense recognized | $ 183,593 | $ 179,993 | ||
Related Party Manufacturer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase goods from related party | 0 | $ 133,800 | ||
Balance owed to related party | $ 0 | $ 0 | ||
Buyer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transaction date | May 26, 2021 | |||
Total purchase price | $ 7,500,000 | |||
Lease Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Lease terms | In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve (12) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $60,000 per month, which rent will increase on an annual basis at two percent (2%) over the initial term and two-and-a-half percent (2.5%) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. | |||
Initial term | 12 years | |||
Base rent | $ 60,000 | |||
Percentage of increase in base rent | 2% | |||
Percentage of increase in base rent over initial term | 2.50% | |||
Options to extend term | Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option | |||
Extended term | 5 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] | Apr. 19, 2023 USD ($) $ / shares shares |
Class A Common Stock [Member] | |
Subsequent Event [Line Items] | |
Warrant, exercise price per share | $ / shares | $ 0.5134 |
Number of warrants exercised for shares of common stock | shares | 7,964,550 |
Class A Common Stock [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Warrant holder, ownership percentage | 4.99% |
Class A Common Stock [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Warrant holder, ownership percentage | 9.99% |
Certain Members of Management and Board of Directors [Member] | |
Subsequent Event [Line Items] | |
Number of warrants exercised for shares of common stock | shares | 2,327,620 |
Secured Promissory Notes [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, issuance date | Apr. 19, 2023 |
Debt instrument, principal amount | $ 4,089,000 |
Debt instrument, interest rate | 12% |
Debt instrument, maturity date | Dec. 31, 2023 |
Secured Promissory Notes [Member] | Minimum [Member] | |
Subsequent Event [Line Items] | |
Gross proceeds from issuance of notes | $ 3,000,000 |
Secured Promissory Notes [Member] | Certain Members of Management and Board of Directors [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, principal amount | $ 1,195,000 |