Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001757715 | ||
Entity Registrant Name | Aterian, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-38937 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1739858 | ||
Entity Address, Address Line One | 350 Springfield Avenue, Suite 200 | ||
Entity Address, City or Town | Summit | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07901 | ||
City Area Code | 347 | ||
Local Phone Number | 676-1681 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ATER | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 37,000,000 | ||
Entity Common Stock, Shares Outstanding | 92,063,605 | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 20,023 | $ 43,574 |
Accounts receivable, net | 4,225 | 4,515 |
Inventory | 20,390 | 43,666 |
Prepaid and other current assets | 4,998 | 8,261 |
Total current assets | 49,636 | 100,016 |
Property and equipment, net | 775 | 853 |
Intangibles, net | 11,320 | 54,757 |
Other non-current assets | 138 | 813 |
Total assets | 61,869 | 156,439 |
Current Liabilities: | ||
Credit facility | 11,098 | 21,053 |
Accounts payable | 4,190 | 16,035 |
Seller notes | 1,049 | 1,693 |
Accrued and other current liabilities | 9,110 | 14,254 |
Total current liabilities | 25,447 | 53,035 |
Other liabilities | 391 | 1,452 |
Total liabilities | 25,838 | 54,487 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized and 80,752,290 and 90,097,372 shares outstanding at December 31, 2022 and December 31, 2023, respectively | 9 | 8 |
Additional paid-in capital | 736,675 | 728,339 |
Accumulated deficit | (699,815) | (625,251) |
Accumulated other comprehensive loss | (838) | (1,144) |
Total stockholders’ equity | 36,031 | 101,952 |
Total liabilities and stockholders' equity | $ 61,869 | $ 156,439 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 90,097,372 | 80,752,290 |
Common stock, outstanding (in shares) | 90,097,372 | 80,752,290 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Net revenue | $ 142,566 | $ 221,170 | ||
Cost of goods sold | 72,281 | 115,652 | ||
Gross profit | 70,285 | 105,518 | ||
Operating expenses: | ||||
Sales and distribution | 81,911 | 121,139 | ||
Research and development | 4,616 | 6,012 | ||
General and administrative | 20,220 | 38,239 | ||
Impairment loss on goodwill | 0 | 120,409 | ||
Impairment loss on intangibles | 39,728 | [1],[2] | 3,118 | [3] |
Change in fair value of contingent earn-out liabilities | 0 | (5,240) | ||
Total operating expenses | 146,475 | 283,677 | ||
Operating loss | (76,190) | (178,159) | ||
Interest expense, net | 1,421 | 2,603 | ||
Gain on extinguishment of seller note | 0 | (2,012) | ||
Loss on initial issuance of equity | 0 | 18,669 | ||
Change in fair value of warrant liability | (2,440) | (470) | ||
Other (income) expense, net | 260 | (281) | ||
Loss before income taxes | (75,431) | (196,668) | ||
Benefit for income taxes | (867) | (376) | ||
Net loss | $ (74,564) | $ (196,292) | ||
Net loss per share, basic and diluted (in dollars per share) | $ (0.95) | $ (2.95) | ||
Weighted-average number of shares outstanding, basic and diluted (in shares) | 78,155,590 | 66,529,565 | ||
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.[2]On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.[3]Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (74,564) | $ (196,292) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 306 | (676) |
Other comprehensive loss | 306 | (676) |
Comprehensive loss | $ (74,258) | $ (196,968) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Warrants With Offering [Member] Common Stock [Member] | Warrants With Offering [Member] Additional Paid-in Capital [Member] | Warrants With Offering [Member] Retained Earnings [Member] | Warrants With Offering [Member] AOCI Attributable to Parent [Member] | Warrants With Offering [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE (in shares) at Dec. 31, 2021 | 55,090,237 | |||||||||
BALANCE at Dec. 31, 2021 | $ 5 | $ 653,650 | $ (428,959) | $ (468) | $ 224,228 | |||||
Net loss | $ 0 | 0 | (196,292) | 0 | (196,292) | |||||
Issuance of shares of restricted common stock (in shares) | 4,428,662 | |||||||||
Issuance of shares of restricted common stock | $ 1 | 0 | 0 | 0 | 1 | |||||
Forfeiture of shares of restricted common stock (in shares) | (423,482) | |||||||||
Exercise of prefunded warrants (in shares) | 3,013,850 | |||||||||
Exercise of prefunded warrants | $ 0 | 15,039 | 0 | 0 | 15,039 | |||||
Issuance of common stock for settlement of seller note (in shares) | 292,887 | |||||||||
Issuance of common stock for settlement of seller note | $ 0 | 767 | 0 | 0 | 767 | |||||
Issuance of common stock, net of issuance costs (in shares) | 18,277,948 | |||||||||
Issuance of common stock, net of issuance costs | $ 2 | 46,832 | 0 | 0 | 46,834 | |||||
Issuance of warrants in connection with offering | $ 0 | $ (18,982) | $ 0 | $ 0 | $ (18,982) | |||||
Issuance of common stock (in shares) | 72,188 | |||||||||
Issuance of common stock | $ 0 | 43 | 0 | 0 | 43 | |||||
Loss on initial issuance of equity | 0 | 18,669 | 0 | 0 | 18,669 | |||||
Issuance of warrants to contractors | 0 | 1,137 | 0 | 0 | 1,137 | |||||
Stock-based compensation expense | 0 | 11,184 | 0 | 0 | 11,184 | |||||
Other comprehensive income (loss) | $ 0 | 0 | 0 | (676) | (676) | |||||
BALANCE (in shares) at Dec. 31, 2022 | 80,752,290 | |||||||||
BALANCE at Dec. 31, 2022 | $ 8 | 728,339 | (625,251) | (1,144) | 101,952 | |||||
Net loss | $ 0 | 0 | (74,564) | 0 | (74,564) | |||||
Issuance of shares of restricted common stock (in shares) | 13,138,725 | |||||||||
Issuance of shares of restricted common stock | $ 1 | 0 | 0 | 0 | 1 | |||||
Forfeiture of shares of restricted common stock (in shares) | (4,093,643) | |||||||||
Issuance of common stock (in shares) | 300,000 | |||||||||
Issuance of common stock | $ 0 | 290 | 0 | 0 | 290 | |||||
Stock-based compensation expense | 0 | 8,046 | 0 | 0 | 8,046 | |||||
Other comprehensive income (loss) | $ 0 | 0 | 0 | 306 | 306 | |||||
BALANCE (in shares) at Dec. 31, 2023 | 90,097,372 | |||||||||
BALANCE at Dec. 31, 2023 | $ 9 | $ 736,675 | $ (699,815) | $ (838) | $ 36,031 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
OPERATING ACTIVITIES: | ||||
Net loss | $ (74,564) | $ (196,292) | ||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||
Depreciation and amortization | 3,886 | 7,521 | ||
Provision for sales returns | (413) | 56 | ||
Amortization of deferred financing cost and debt discounts | 429 | 429 | ||
Issuance of common stock | 0 | 43 | ||
Change in deferred tax balance | (1,153) | 0 | ||
Stock-based compensation | 8,336 | 14,594 | ||
Gain from decrease of contingent earn-out liability fair value | 0 | (5,240) | ||
Change in inventory provisions | (3,149) | 0 | ||
Gain in connection with the change in warrant fair value | (2,440) | (470) | ||
Gain in connection with settlement of note payable | 0 | (2,012) | ||
Loss on initial issuance of equity | 0 | 18,669 | ||
Impairment loss on goodwill | 0 | 120,409 | ||
Impairment loss on intangibles | 39,728 | [1],[2] | 3,118 | [3] |
Provision for barter credits | 323 | 1,643 | ||
Allowance for doubtful accounts and other | 85 | 367 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 205 | 5,596 | ||
Inventory | 26,426 | 19,438 | ||
Prepaid and other current assets | 2,597 | 5,564 | ||
Accounts payable, accrued and other liabilities | (13,684) | (10,910) | ||
Cash used in operating activities | (13,388) | (17,477) | ||
INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (119) | (82) | ||
Purchase of Step and Go assets | (125) | (595) | ||
Cash used in investing activities | (244) | (677) | ||
FINANCING ACTIVITIES: | ||||
Proceeds from equity offering, net of issuance costs | 0 | 46,834 | ||
Repayments on note payable to Smash | (668) | (3,423) | ||
Payment of Squatty Potty earn-out | 0 | (3,983) | ||
Borrowings from MidCap credit facilities | 79,806 | 136,687 | ||
Repayments for MidCap credit facilities | (90,190) | (148,907) | ||
Insurance obligation payments | (1,042) | (2,311) | ||
Insurance financing proceeds | 986 | 2,099 | ||
Cash provided (used) by financing activities | (11,108) | 26,996 | ||
Foreign currency effect on cash, cash equivalents, and restricted cash | 306 | (528) | ||
Net change in cash and restricted cash for the year | (24,434) | 8,314 | ||
Cash and restricted cash at beginning of year | 46,629 | 38,315 | ||
Cash and restricted cash at end of year | 22,195 | 46,629 | ||
RECONCILIATION OF CASH AND RESTRICTED CASH: | ||||
Cash | 20,023 | 43,574 | ||
Restricted Cash—Prepaid and other current assets | 2,043 | 2,926 | ||
Restricted cash—Other non-current assets | 129 | 129 | ||
TOTAL CASH AND RESTRICTED CASH | 22,195 | 46,629 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 1,718 | 1,875 | ||
Cash paid for taxes | 94 | 100 | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Non-cash consideration paid to contractors | 321 | 1,137 | ||
Fair value of warrants issued in connection with equity offering | 0 | 18,982 | ||
Issuance of common stock related to exercises of warrants | 0 | 767 | ||
Initial issuance of equity | 0 | 18,669 | ||
Issuance of common stock | 0 | 43 | ||
Exercise of prefunded warrants | $ 0 | $ 15,039 | ||
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.[2]On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.[3]Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022. |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. COMPANY OVERVIEW Aterian, Inc. is a technology-enabled consumer products company that predominantly operates through online retail channels such as Amazon and Walmart. The Company operates its owned brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, air quality appliances, health and beauty products and essential oils. Headquartered in New Jersey, Aterian also maintains offices in China, Philippines, and the United Kingdom. Liquidity and Going Concern As an emerging growth company in the early commercialization stage of its lifecycle, we are subject to inherent risks and uncertainties associated with the development of our enterprise. In this regard, substantially all of our efforts to date have been devoted to the development and sale of our products in the marketplace, which includes our investment in organic growth at the expense of short-term profitably, our investment in incremental growth through mergers & acquisitions (“M&A strategy”), our recruitment of management and technical staff, and raising capital to fund the development of our enterprise. As a result of these efforts, we have incurred significant losses and negative cash flows from operations since our inception and expect to continue to incur such losses, at a reduced level, and negative cash flows for the foreseeable future until such time that we reach a scale of profitability to sustain our operations. We have also experienced declining revenues due to macroeconomic factors, including increased interest rates and reduced consumer discretionary spending, and other factors, and we intend to focus our efforts on a more limited number of products. In addition, our recent financial performance has been adversely impacted by inflationary pressures and reduced consumer spending. In order to execute our growth strategy, we have historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund our cost structure, and we expect to continue to rely on outside capital for the foreseeable future, specifically for our M&A strategy. While we believe we will eventually reach a level of profitability to sustain our operations, there can be no not no As of the date the accompanying Consolidated Financial Statements were issued (the “issuance date”), we evaluated the significance of the following adverse financial conditions in accordance with Accounting Standard Codification 205 40, • Since our inception, we have incurred significant losses and used cash flows from operations to fund our enterprise. In this regard, during the year-ended December 31, 2023, December 31, 2023, • We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 9, December 31, 2023, March 31, 2025. February 2024, December 2026 19, 19 no may, may • As of the issuance date, we have no no may twelve • The Company's plan is to continue to closely monitor our operating forecast, to pursue our M&A strategy, to pursue additional sources of outside capital on terms that are acceptable to us, and to secure a waiver or forbearance from MidCap if we are unable to remain in compliance with one no not not may not may The Company has initiated two restructuring programs over the last 12 December 31, 2023, December 2026 ( 9, Although significant strides have been made in reducing our operating losses and strengthening our balance sheet, uncertainties persist in our business operations and the forecasting of our business. These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying Consolidated Financial Statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Consolidated Financial Statements do not may Nasdaq Listing - April 24, 2023, 30 not $1.00 5550 2 180 October 23, 2023, 5810 3 October 13, 2023, October 24, 2023, 180 April 22, 2024, The Bid Price Notice has no If at any time before April 22, 2024, $1.00 10 5810 3 20 On August 11, 2023, one 1 1 2024 The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance period. If the Company does not no In the future, if our common stock remains below the continued listing standard of $1.00 third In order to regain compliance with the Minimum Bid Price Rule, we plan to effect a reverse split of our common stock which could impact the market price for our stock, limit our ability to raise capital or otherwise limit our ability to execute acquisition transactions and there is no not Restructuring - May 9, 2023, December 31, 2023, On February 8, 2024, first 2024. first 2024, first 2024. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Use of Estimates Principles of Consolidation Restricted Cash December 31, 2022, As of December 31, 2023 Accounts Receivable not not December 31, 2022 2023 Concentration of Credit Risk The Company’s accounts receivables are derived from sales contracts with a large number of customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those which represent more than 10% December 31, 2022 2023 zero 10% December 31, 2022 2023 three 10% December 31, 2022 2023 The Company’s business is reliant on one 2022 2023 Property and Equipment not Income Taxes not not not 50% Revenue Recognition 606, 606” For direct-to-consumer sales, the Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $0.6 million and $0.2 million at December 31, 2022 2023 The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue. Platform fees are recorded as sales and distribution expenses and are not third Performance Obligations 606. For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not December 31, 2022 2023 For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. Sales taxes Net Revenue by Category Year Ended December 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 209,336 $ 7,002 $ 216,338 Other 4,832 — 4,832 Total net revenue $ 214,168 $ 7,002 $ 221,170 Year Ended December 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 133,101 $ 4,156 $ 137,257 Other 5,309 — 5,309 Total net revenue $ 138,409 $ 4,156 $ 142,566 Net Revenue by Product Categories Year Ended December 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 67,797 $ 34,686 Kitchen appliances 40,551 24,181 Health and beauty 17,485 16,025 Personal protective equipment 1,564 549 Cookware, kitchen tools and gadgets 19,526 11,696 Home office 13,322 9,781 Housewares 33,041 26,093 Essential oils and related accessories 23,604 17,204 Other 4,280 2,351 Total net revenue $ 221,170 $ 142,566 Fair Value of Financial Instruments December 31, 2023 December 31, 2022 December 31, 2023 2 The fair value of the Prefunded Warrants and stock purchase warrants issued in connection with the Company's common stock offering on March 1, 2022 480, Distinguishing Liabilities from Equity ( ASC 480 ) 815, Derivatives and Hedging ( ASC 815 ) The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three Level 1 Level 2 not Level 3 no Goodwill one 350 20. fourth may not 2022, first third We evaluated current economic conditions, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. We believe that these conditions were factors in our market capitalization falling below the book value of net assets as of March 31, 2022 September 30, 2022. The Company engaged a third three Due to the sustained decline in the Company’s stock price leading up to and subsequent to the fiscal quarters ending March 31, 2022 September 30, 2022, three March 31, 2022 September 30, 2022, September 30, 2022. On October 4, 2022, December 31, 2022, three December 31, 2022, December 31, 2022. For the year-ended December 31, 2022, December 31, 2022 December 31, 2023. Intangibles may not may not On March 20, 2023, three March 31, 2023 may not 3 three March 31, 2023 During the three June 30, 2023, three June 30, 2023, three June 30, 2023 may not 3 three June 30, 2023 During the three December 31, 2023, three December 31, 2023 may not 3 three December 31, 2023 These fair value measurements require significant judgements using Level 3 not not may December 31, 2023. For the year-ended December 31, 2022 2023, Business Combinations 805 Accounting and Contingent Consideration 3 Inventory and Cost of Goods Sold first first may no The “Cost of goods sold” line item in the consolidated statements of operations consists of the book value of inventory sold to customers during the reporting period and amortization of inventory step-up from acquisitions. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs. Sales and Distribution December 31, 2022 2023 2022 2023 Research and Development General and Administrative Stock-Based Compensation The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s underlying common stock, the expected term of stock options, the expected volatility of the price of its common stock, risk-free interest rates and the expected dividend yield of its common stock. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: • Risk-Free Interest Rate zero • Expected Term not • Expected Volatility not • Expected Dividend Yield not not If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may Foreign Currency December 31, 2022 December 31, 2023. Net Loss Per Share not Segment Information No. 280 one Warrant Liability The fair value of warrant liability was $3.5 million and $1.0 million at December 31, 2022 2023 Adopted Accounting Standards In February 2016, No. 2016 02, 842 842” 840, 842 twelve 842 December 15, 2021, January 1, 2022 2018 11, 842 Under the alternative modified retrospective transition approach, the reported results for 2022 842 842 840. not no In August 2020, No. 2020 06, 470 814 2020 06” 2020 06 2020 06 December 15, 2023, January 1, 2022 no In June 2016, 2016 13: 326 July 2019, December 15, 2022, January 1, 2023, not In December 2019, 2019 12, December 15, 2021, December 15, 2022, January 1, 2023, not In September 2022, 2022 04, December 15, 2021, December 15, 2022, December 15, 2023. January 1, 2023, no R ecent Accounting Pronouncements The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no may not In August 2023, 2023 09, 740 may eight 5 December 15, 2024. In November 2023, 2023 07, 2023 07” one December 15, 2023, December 15, 2024, 2023 07 |
Note 3 - Inventory
Note 3 - Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 3. INVENTORY Inventory consisted of the following as of December 31, 2022 2023 December 31, 2022 December 31, 2023 Inventory on-hand $ 34,374 $ 18,980 Inventory in-transit 9,292 1,410 Inventory $ 43,666 $ 20,390 The Company’s Inventory on-hand is held either with Amazon, Walmart or the Company’s other third not December 31, 2022 December 31, 2023 |
Note 4 - Accounts Receivable
Note 4 - Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Accounts and Nontrade Receivable [Text Block] | 4. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of December 31, 2022 2023 December 31, December 31, 2022 2023 Trade accounts receivable $ 4,882 $ 4,356 Allowance for doubtful accounts (367 ) (131 ) Accounts receivable--net $ 4,515 $ 4,225 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2022 2023 Year-Ended December 31, 2022 2023 Computer equipment and software $ 1,109 $ 452 Furniture, fixtures and equipment 91 23 Leasehold improvements 56 2 Building 638 796 Subtotal 1,894 1,273 Less: accumulated depreciation and amortization (1,041 ) (498 ) Property and equipment–net $ 853 $ 775 Depreciation expense for property and equipment totaled $0.4 million and $0.2 million during the years-ended December 31, 2022 2023 |
Note 6 - Fair Value Measurement
Note 6 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 6. FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of Level 1 December 31, 2022 2023 December 31, 2022 2023 The Company’s credit facility is carried at amortized cost at December 31, 2022 December 31, 2023 The Company categorizes its warrants potentially settleable in cash as Level 3 The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value for the years-ended December 31, 2022 2023 December 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 43,574 $ — $ — Restricted Cash 3,055 — — Liabilities: Fair value of warrant liability — — 3,473 December 31, 2023 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 20,023 $ — $ — Restricted cash 2,172 — — Liabilities: Fair value of warrant liability — — 1,033 The following table summarizes the Company's warrant activity during the year-ended December 31, 2023 December 31, 2023 Warrants liability as of January 1, 2023 $ 3,473 Change in fair value of warrants (2,440 ) Warrants liability as of December 31, 2023 $ 1,033 The fair value of the Prefunded Warrants and stock purchase warrants issued in connection with the Company's common stock offering on March 1, 2022 480, Distinguishing Liabilities from Equity ( ASC 480 ) 815, Derivatives and Hedging ( ASC 815 ) |
Note 7 - Prepaid and Other Curr
Note 7 - Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Prepaid Expenses And Other Current Assets [Text Block] | 7. PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following as of December 31, 2022 2023 December 31, 2022 December 31, 2023 Prepaid inventory $ 1,342 $ 619 Restricted cash 2,926 2,043 Prepaid insurance 1,991 1,355 Prepaid freight forwarder 576 100 Other 1,426 881 Prepaid and Other Current Assets $ 8,261 $ 4,998 |
Note 8 - Accrued and Other Curr
Note 8 - Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | 8. ACCRUED AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 2023 December 31, 2022 December 31, 2023 Accrued compensation costs $ 53 $ 140 Accrued professional fees and consultants 461 310 Accrued logistics costs 609 149 Product related accruals 1,248 644 Sales tax payable 711 1,019 Sales return reserve 646 233 Accrued fulfillment expense 755 821 Accrued insurance 356 187 Federal payroll taxes payable 1,467 1,243 Accrued interest payable 190 146 Warrant liability 3,473 1,033 All other accruals 4,285 3,185 Accrued and current liabilities $ 14,254 $ 9,110 The Company sponsors, through its professional employer organization provider, a 401 401 not 401 |
Note 9 - Credit Facility, Term
Note 9 - Credit Facility, Term Loans and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 9. CREDIT FACILITY, TERM LOANS, AND WARRANTS Midcap Credit Facility On December 22, 2021, three On December 22, 2021, The obligations under the Credit Agreement are a senior secured obligation of the Company and rank senior to all indebtedness of the Company. Borrowings under the Credit Agreement bear interest at a rate of Term Secured Overnight Financing Rate ("Term SOFR"), which is defined as SOFR plus 0.10%, plus 5.50%. The Company will also be required to pay a commitment fee of 0.50% in respect of the undrawn portion of the commitments, which is generally based on average daily usage of the facility during the immediately preceding fiscal quarter. The Credit Agreement does not The Credit Agreement minimum liquidity covenant, which includes the Company’s unrestricted U.S. cash plus the revolving loan availability, requires that Midcap shall not February 1st May 31st December 31, 2023. December 2024. The Midcap Warrant has an exercise price of $4.70 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, is immediately exercisable, has a term of ten On February 23, 2024, December 2026 19 The Company’s credit facility consisted of the following as of December 31, 2022 2023 December 31, 2022 December 31, 2023 MidCap Credit Facility $ 21,899 $ 11,515 Less: deferred debt issuance costs (459 ) (226 ) Less: discount associated with issuance of warrants (387 ) (191 ) Total MidCap Credit Facility $ 21,053 $ 11,098 Interest Expense, Net Interest expense, net consisted of the following for the years-ended December 31, 2022 2023 Year Ended December 31, 2022 2023 Interest expense $ 2,696 $ 2,125 Interest income (93 ) (704 ) Total interest expense, net $ 2,603 $ 1,421 Securities Purchase Agreement and Warrants On March 1, 2022, “2022 2022 30 March 28, 2022, April 8, 2022. Upon the issuance of the Prefunded Warrants and stock purchase warrants, the Company evaluated the terms of each Warrant to determine the appropriate accounting and classification pursuant to ASC 480 815. December 31, 2023, On September 29, 2022, “September not one one The Registered Direct Offering closed on October 4, 2022 may Pursuant to the ASC 815 40, September three September 30, 2022. September 30, 2022. December 31, 2022. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 10. STOCKHOLDERS EQUITY Common Shares one one On March 1, 2022, On September 29, 2022, “September not one one The Registered Direct Offering closed on October 4, 2022 may Pursuant to the ASC 815 40, September December 31, 2022. |
Note 11 - Stock-based Compensat
Note 11 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 11. STOCK-BASED COMPENSATION The Company has four 2014 The board of directors of Aterian Group, Inc., a subsidiary of the Company (“AGI”), adopted, and AGI’s stockholders approved, the Aterian Group, Inc. 2014 June 11, 2014. March 1, 2017, 2014 2014 December 31, 2023, 2014 2018 The Company’s board of directors (the “Board”) adopted the Aterian, Inc. 2018 “2018 October 11, 2018. 2018 May 24, 2019. December 31, 2023, 2018 Options granted to date under the Aterian 2014 2018 four first thirty-six three 33 1/3% first 66 2/3% twenty-four 2019 The Board adopted the Aterian, Inc. 2019 “2019 March 20, 2019. 2019 May 24, 2019. December 31, 2023, 2019 2019 6th, 12th, 18th 24th 2019 2019 2019 March 14, 2022. 2019 not 718, one 2019 three 1 not 2 2019 not 2019 Inducement Equity Incentive Plan On May 27, 2022, 2022 The Inducement Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Inducement Plan may not ten December 31, 2023, The Inducement Plan has not not 5635 4 first The following is a summary of stock options activity during the year-ended December 31, 2023 Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2023 368,596 $ 9.26 5.89 $ — Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled (172,292 ) $ 9.32 — $ — Balance—December 31, 2023 196,304 $ 9.21 5.00 $ — Exercisable as of December 31, 2023 196,304 $ 9.21 5.00 $ — Vested and expected to vest as of December 31, 2023 196,304 $ 9.21 5.00 $ — As of December 31, 2023, A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2023 Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2023 4,223,023 $ 4.85 Granted 13,138,725 $ 0.50 Vested (3,180,053 ) $ 3.07 Forfeited (4,093,643 ) $ 2.21 Nonvested at December 31, 2023 10,088,052 $ 0.81 As of December 31, 2023 Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes the total stock-based compensation expense by function, including expense related to consultants for years-ended December 31, 2022 2023 Year Ended December 31, 2022 2023 (in thousands) Sales and distribution expenses $ 5,014 $ 2,439 Research and development expenses 1,871 1,414 General and administrative expenses 7,709 4,483 Total stock-based compensation expense $ 14,594 $ 8,336 |
Note 12 - Commitment and Contin
Note 12 - Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 12. COMMITMENT AND CONTINGENCIES Inventory Purchases December 31, 2022 2023 Sales or Other Similar Taxes no not December 31, 2022 December 31, 2023, Settlement Agreement May 2, 2021, one first May 31, 2021, second September 30, 2021, third November 30, 2021. September 30, 2021. not first December 31, 2022 December 31, 2023 December 31, 2023 Legal Proceedings not no not no Securities Class Action April 22, 2022, May 13, 2021, June 10, 2021, 21 04323 In the Action, plaintiffs claimed that defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations, and prospects, and that this was revealed on May 4, 2021, no The settlement class consists of purchasers of the Company’s securities during the period from August 24, 2020, May 3, 2021, 10 May 4, 2022. The proposed settlement was preliminarily approved by the Court on May 6, 2022, September 12, 2022, not December 31, 2021 second 2022. Shareholder Derivative Actions Related to the Securities Class Action October 21, October 25 November 10, 2021, three September 2022 December 12, 2022, December 29, 2022, March 17, 2023. Investor Contract Action September 20, 2021, June 10, 2021 ( August 9, 2021 September 23, 2021, October 11, 2022. no December 31, 2022. Mueller Action October 2021, April 2022, three March 31, 2022, August 3, 2023 May 2024. not Earn-out Payment Dispute February 24, 2022, May 5, 2021, £6,902,816 not. September 14, 2022, May 18, 2023. February 2024, no no Nasdaq Listing - April 24, 2023, 30 not $1.00 5550 2 180 October 23, 2023, 5810 3 October 13, 2023, October 24, 2023, 180 April 22, 2024, The Bid Price Notice has no The Company has a compliance period of 180 April 22, 2024, 5810 3 April 22, 2024, $1.00 10 5810 3 20 The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not no Leases not December 31, 2023. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. INCOME TAXES Loss before provision for income taxes consisted of the following for the periods indicated (in thousands): December 31, December 31, 2022 2023 Domestic $ (196,166 ) $ (71,600 ) International (502 ) (3,831 ) Total $ (196,668 ) $ (75,431 ) The components of the Company’s income tax provision were as follows for the periods indicated (in thousands): December 31, December 31, 2022 2023 Current: Federal $ — $ — State 101 73 Foreign 69 213 Total current income tax expense 170 286 Deferred: Federal (270 ) — State (35 ) — Foreign (241 ) (1,153 ) Total deferred income tax (benefit) (546 ) (1,153 ) Total income tax (benefit) $ (376 ) $ (867 ) The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands): December 31, December 31, 2022 2023 Income tax benefit at statutory rates $ (41,300 ) $ (15,839 ) Permanent differences — — Debt extinguishment (481 ) — Warrant liabilities 4,455 (482 ) Stock compensation 4,410 1,949 Change in FV contingent consideration — — Other permanent differences 3 3 Foreign rate differential 14 (95 ) State income taxes, net of federal tax benefit (5,644 ) (2,052 ) Other (389 ) (431 ) Prior year true-up adjustments (352 ) 2,827 Valuation allowance 38,908 13,253 Total income tax (benefit) $ (376 ) $ (867 ) The Company’s effective tax rate was (0.19)% and 1.15% for the years-ended December 31, 2022 December 31, 2023 2022 2023 The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): December 31, 2022 December 31, 2023 Deferred tax assets: Allowance for doubtful accounts $ — $ 31 Inventory Reserve — 1,671 Other Accruals — 1,402 Net operating loss carryforwards 51,889 53,361 Stock options 1,712 2,239 Deferred revenue — — Interest expense limitation 10,959 11,317 Intangibles (definite life) 181 9,422 Intangibles (indefinite life) 21,386 19,749 Other 1,972 2,060 Total deferred tax assets before valuation allowance 88,099 101,252 Valuation allowance (86,224 ) (99,477 ) Net deferred tax assets 1,875 1,775 Deferred tax liabilities: Fixed assets (3 ) (22 ) Goodwill — — Prepaid expenses (1,808 ) — Intangibles — (1,759 ) Contingent consideration (1,092 ) — Other (130 ) — Net deferred tax liabilities (3,033 ) (1,781 ) Deferred tax liability, net $ (1,158 ) $ (6 ) The Company has temporary differences due to differences in recognition of revenue and expenses for tax and financial reporting purposes, principally related to net operating losses, inventory, depreciation, and other expenses that are not December 31, 2022 2034 December 31, 2023 2034 2026 2036, not may 382 1986, 50% three 382 5% 382 In response to COVID- 19, March 27, 2021, December 31, 2022 The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than- not not not not December 31, 2023 The Company’s major taxing jurisdictions are New Jersey, New York, Florida, Texas, Pennsylvania, Tennessee, Virginia, California, and the United Kingdom. The Company files a U.S. Consolidated income tax return as well as tax returns in certain foreign jurisdictions. The Company is subject to examination in these jurisdictions for all years since inception. Fiscal years outside the normal statute of limitations remain open to audit due to tax attributes generated in the early years which have been carried forward and may not may may not may not December 31, 2022 2023 not On August 16, 2022, 2022 15% 1% January 1, 2023. June 11, 2022, 2022. one 25% no December 31, 2023 |
Note 14 - Related Party Transac
Note 14 - Related Party Transaction | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 14. RELATED PARTY TRANSACTION None. |
Note 15 - Net Loss Per Share
Note 15 - Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 15. NET LOSS PER SHARE Basic net loss per share is determined by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is determined by dividing net loss by diluted weighted-average shares outstanding. Diluted weighted-average shares reflect the dilutive effect, if any, of potentially dilutive shares of common stock, such as options to purchase common stock calculated using the treasury stock method and convertible notes using the “if-converted” method. In periods with reported net operating losses, all options to purchase common stock are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal. The Company’s shares of restricted common stock are entitled to receive dividends and hold voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Accordingly, although the vesting commences upon the elimination of the contingency, the shares of restricted common stock are considered a participating security and the Company is required to apply the two not two two The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2022 2023 Net loss $ (196,292 ) $ (74,564 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 66,529,565 78,155,590 Net loss per share, basic and diluted $ (2.95 ) $ (0.95 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 13,409,769 22,541,479 All other outstanding potentially dilutive securities, including shares of restricted common stock, common stock options (See Note 11 2 |
Note 16 - Acquisitions
Note 16 - Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 16. ACQUISITIONS Step and Go On October 4, 2022, Contingent Earn-out Liability Considerations The Company reviews and reassesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income (loss). On December 1, 2020, not As of December 31, 2022 December 31, 2023, As part of the acquisition of the assets of Squatty Potty, LLC (the “Squatty Potty Assets”), Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. As of May 5, 2021, December 31, 2022, December 31, 2022 December 31, 2023, The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2022 ( December 31, 2022 Smash Assets Squatty Potty Total Balance— January 1, 2022 $ 5,240 $ 3,983 $ 9,223 Change in fair value of contingent earn-out liabilities (5,240 ) — (5,240 ) Payment of contingent earn-out liability — (3,983 ) (3,983 ) Balance— December 31, 2022 $ — $ — $ — There was no December 31, 2023. |
Note 17 - Goodwill and Intangib
Note 17 - Goodwill and Intangibles | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 17. GOODWILL AND INTANGIBLES The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 December 31, 2023 January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Net Book Value Goodwill $ 119,941 $ 468 $ (120,409 ) $ — ( 1 The Company evaluated current economic conditions during 2022, March 31, 2022 September 30, 2022. three March 31, 2022 September 30, 2022, October 4, 2022, December 31, 2022, three December 31, 2022, December 31, 2022. For the year-ended December 31, 2022, December 31, 2022 December 31, 2023. The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 December 31, 2023 January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Accumulated Amortization Net Book Value Trademarks $ 65,910 192 $ (3,087 ) $ (13,008 ) $ 50,007 Non-competition agreement 111 — (31 ) (80 ) — Transition services agreement 23 — — (23 ) — Customer relationships 5,700 — — (950 ) 4,750 Other 700 — — (700 ) — Total intangibles $ 72,444 $ 192 $ (3,118 ) $ (14,761 ) $ 54,757 January 1, 2023 Year Ended December 31, 2023 December 31, 2023 December 31, 2023 Gross Carrying Amount Additions Impairments (2) Accumulated Amortization Net Book Value Trademarks (3) $ 62,202 $ — $ (39,728 ) $ (15,335 ) $ 7,140 Non-competition agreement 11 — — (11 ) — Transition services agreement 12 — — (12 ) — Customer relationships (3) 5,700 — — (1,520 ) 4,180 Other 700 — — (700 ) — Total intangibles (3) $ 68,625 $ — $ (39,728 ) $ (17,578 ) $ 11,320 ( 1 Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. three September 30, 2022. one may not December 31, 2022. ( 2 On March 20, 2023, three March 31, 2023 may not 3 three March 31, 2023 During the three June 30, 2023, three June 30, 2023, three June 30, 2023 may not 3 three June 30, 2023 During the three December 31, 2023, three December 31, 2023 may not 3 three December 31, 2023 ( 3 As of December 31, 2023, The following table sets forth the estimated aggregate amortization of our in-place intangible assets and favorable intangible assets for the next five 2024 $ 1,592 2025 1,551 2026 1,551 2027 1,551 2028 1,551 Thereafter 3,524 Total $ 11,320 |
Note 18 - Restructuring
Note 18 - Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 18. RESTRUCTURING On May 9, 2023, December 31, 2023, The accounting for the restructuring costs follows the provisions of ASC 420 , The following table provides a summary of the restructuring costs incurred: Year Ended December 31, 2023 (in thousands) Employee severance $ 916 Retention bonus settled 411 Contract termination costs 285 Other restructuring costs 21 Total restructuring costs $ 1,633 There were no restructuring costs incurred during the year-ended December 31, 2022. The following table provides a summary of the Company's total restructuring reserve: Employee Severance Retention Bonus Contract Termination Costs Other Total Balance – December 31, 2022 $ — $ — $ — $ — $ — Charges 915 411 285 21 1,632 Usage-cash (915 ) — (92 ) — (1,007 ) Usage-noncash — (411 ) — (21 ) (432 ) Balance – December 31, 2023 $ — $ — $ 193 $ — $ 193 As of December 31, 2023, The Company will continue to assess the restructuring plan's progress and provide updates as required in future financial statements if there are material changes to the initial estimates or additional significant restructuring activities. |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. SUBSEQUENT EVENTS On February 8, 2024, first 2024. first 2024, first 2024. On February 23, 2024, December 2026 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 9B. Insider Trading Arrangements and Related Disclosure During the three December 31, 2023, none 10b5 1 10b5 1 408 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash December 31, 2022, As of December 31, 2023 |
Receivable [Policy Text Block] | Accounts Receivable not not December 31, 2022 2023 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company’s accounts receivables are derived from sales contracts with a large number of customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Significant customers are those which represent more than 10% December 31, 2022 2023 zero 10% December 31, 2022 2023 three 10% December 31, 2022 2023 The Company’s business is reliant on one 2022 2023 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment not |
Income Tax, Policy [Policy Text Block] | Income Taxes not not not 50% |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition 606, 606” For direct-to-consumer sales, the Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $0.6 million and $0.2 million at December 31, 2022 2023 The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue. Platform fees are recorded as sales and distribution expenses and are not third Performance Obligations 606. For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not December 31, 2022 2023 For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. Sales taxes Net Revenue by Category Year Ended December 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 209,336 $ 7,002 $ 216,338 Other 4,832 — 4,832 Total net revenue $ 214,168 $ 7,002 $ 221,170 Year Ended December 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 133,101 $ 4,156 $ 137,257 Other 5,309 — 5,309 Total net revenue $ 138,409 $ 4,156 $ 142,566 Net Revenue by Product Categories Year Ended December 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 67,797 $ 34,686 Kitchen appliances 40,551 24,181 Health and beauty 17,485 16,025 Personal protective equipment 1,564 549 Cookware, kitchen tools and gadgets 19,526 11,696 Home office 13,322 9,781 Housewares 33,041 26,093 Essential oils and related accessories 23,604 17,204 Other 4,280 2,351 Total net revenue $ 221,170 $ 142,566 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments December 31, 2023 December 31, 2022 December 31, 2023 2 The fair value of the Prefunded Warrants and stock purchase warrants issued in connection with the Company's common stock offering on March 1, 2022 480, Distinguishing Liabilities from Equity ( ASC 480 ) 815, Derivatives and Hedging ( ASC 815 ) The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three Level 1 Level 2 not Level 3 no |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill one 350 20. fourth may not 2022, first third We evaluated current economic conditions, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. We believe that these conditions were factors in our market capitalization falling below the book value of net assets as of March 31, 2022 September 30, 2022. The Company engaged a third three Due to the sustained decline in the Company’s stock price leading up to and subsequent to the fiscal quarters ending March 31, 2022 September 30, 2022, three March 31, 2022 September 30, 2022, September 30, 2022. On October 4, 2022, December 31, 2022, three December 31, 2022, December 31, 2022. For the year-ended December 31, 2022, December 31, 2022 December 31, 2023. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangibles may not may not On March 20, 2023, three March 31, 2023 may not 3 three March 31, 2023 During the three June 30, 2023, three June 30, 2023, three June 30, 2023 may not 3 three June 30, 2023 During the three December 31, 2023, three December 31, 2023 may not 3 three December 31, 2023 These fair value measurements require significant judgements using Level 3 not not may December 31, 2023. For the year-ended December 31, 2022 2023, |
Business Combinations Policy [Policy Text Block] | Business Combinations 805 |
Accounting and Contingent Consideration [Policy Text Block] | Accounting and Contingent Consideration 3 |
Inventories And Cost Of Goods Sold [Policy Text Block] | Inventory and Cost of Goods Sold first first may no The “Cost of goods sold” line item in the consolidated statements of operations consists of the book value of inventory sold to customers during the reporting period and amortization of inventory step-up from acquisitions. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs. |
Sales and Distribution [Policy Text Block] | Sales and Distribution December 31, 2022 2023 2022 2023 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General and Administrative |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the Company’s underlying common stock, the expected term of stock options, the expected volatility of the price of its common stock, risk-free interest rates and the expected dividend yield of its common stock. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: • Risk-Free Interest Rate zero • Expected Term not • Expected Volatility not • Expected Dividend Yield not not If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency December 31, 2022 December 31, 2023. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share not |
Segment Reporting, Policy [Policy Text Block] | Segment Information No. 280 one |
Warrant Liability [Policy Text Block] | Warrant Liability The fair value of warrant liability was $3.5 million and $1.0 million at December 31, 2022 2023 |
New Accounting Pronouncements, Policy [Policy Text Block] | Adopted Accounting Standards In February 2016, No. 2016 02, 842 842” 840, 842 twelve 842 December 15, 2021, January 1, 2022 2018 11, 842 Under the alternative modified retrospective transition approach, the reported results for 2022 842 842 840. not no In August 2020, No. 2020 06, 470 814 2020 06” 2020 06 2020 06 December 15, 2023, January 1, 2022 no In June 2016, 2016 13: 326 July 2019, December 15, 2022, January 1, 2023, not In December 2019, 2019 12, December 15, 2021, December 15, 2022, January 1, 2023, not In September 2022, 2022 04, December 15, 2021, December 15, 2022, December 15, 2023. January 1, 2023, no R ecent Accounting Pronouncements The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no may not In August 2023, 2023 09, 740 may eight 5 December 15, 2024. In November 2023, 2023 07, 2023 07” one December 15, 2023, December 15, 2024, 2023 07 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Year Ended December 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 209,336 $ 7,002 $ 216,338 Other 4,832 — 4,832 Total net revenue $ 214,168 $ 7,002 $ 221,170 Year Ended December 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 133,101 $ 4,156 $ 137,257 Other 5,309 — 5,309 Total net revenue $ 138,409 $ 4,156 $ 142,566 Year Ended December 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 67,797 $ 34,686 Kitchen appliances 40,551 24,181 Health and beauty 17,485 16,025 Personal protective equipment 1,564 549 Cookware, kitchen tools and gadgets 19,526 11,696 Home office 13,322 9,781 Housewares 33,041 26,093 Essential oils and related accessories 23,604 17,204 Other 4,280 2,351 Total net revenue $ 221,170 $ 142,566 |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2022 December 31, 2023 Inventory on-hand $ 34,374 $ 18,980 Inventory in-transit 9,292 1,410 Inventory $ 43,666 $ 20,390 |
Note 4 - Accounts Receivable (T
Note 4 - Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, December 31, 2022 2023 Trade accounts receivable $ 4,882 $ 4,356 Allowance for doubtful accounts (367 ) (131 ) Accounts receivable--net $ 4,515 $ 4,225 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Year-Ended December 31, 2022 2023 Computer equipment and software $ 1,109 $ 452 Furniture, fixtures and equipment 91 23 Leasehold improvements 56 2 Building 638 796 Subtotal 1,894 1,273 Less: accumulated depreciation and amortization (1,041 ) (498 ) Property and equipment–net $ 853 $ 775 |
Note 6 - Fair Value Measureme_2
Note 6 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | December 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 43,574 $ — $ — Restricted Cash 3,055 — — Liabilities: Fair value of warrant liability — — 3,473 December 31, 2023 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 20,023 $ — $ — Restricted cash 2,172 — — Liabilities: Fair value of warrant liability — — 1,033 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | December 31, 2023 Warrants liability as of January 1, 2023 $ 3,473 Change in fair value of warrants (2,440 ) Warrants liability as of December 31, 2023 $ 1,033 |
Note 7 - Prepaid and Other Cu_2
Note 7 - Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule Of Prepaid Expenses And Other Current Assets [Table Text Block] | December 31, 2022 December 31, 2023 Prepaid inventory $ 1,342 $ 619 Restricted cash 2,926 2,043 Prepaid insurance 1,991 1,355 Prepaid freight forwarder 576 100 Other 1,426 881 Prepaid and Other Current Assets $ 8,261 $ 4,998 |
Note 8 - Accrued and Other Cu_2
Note 8 - Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 2022 December 31, 2023 Accrued compensation costs $ 53 $ 140 Accrued professional fees and consultants 461 310 Accrued logistics costs 609 149 Product related accruals 1,248 644 Sales tax payable 711 1,019 Sales return reserve 646 233 Accrued fulfillment expense 755 821 Accrued insurance 356 187 Federal payroll taxes payable 1,467 1,243 Accrued interest payable 190 146 Warrant liability 3,473 1,033 All other accruals 4,285 3,185 Accrued and current liabilities $ 14,254 $ 9,110 |
Note 9 - Credit Facility, Ter_2
Note 9 - Credit Facility, Term Loans and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, 2022 December 31, 2023 MidCap Credit Facility $ 21,899 $ 11,515 Less: deferred debt issuance costs (459 ) (226 ) Less: discount associated with issuance of warrants (387 ) (191 ) Total MidCap Credit Facility $ 21,053 $ 11,098 |
Interest Income and Interest Expense Disclosure [Table Text Block] | Year Ended December 31, 2022 2023 Interest expense $ 2,696 $ 2,125 Interest income (93 ) (704 ) Total interest expense, net $ 2,603 $ 1,421 |
Note 11 - Stock-based Compens_2
Note 11 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2023 368,596 $ 9.26 5.89 $ — Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled (172,292 ) $ 9.32 — $ — Balance—December 31, 2023 196,304 $ 9.21 5.00 $ — Exercisable as of December 31, 2023 196,304 $ 9.21 5.00 $ — Vested and expected to vest as of December 31, 2023 196,304 $ 9.21 5.00 $ — |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2023 4,223,023 $ 4.85 Granted 13,138,725 $ 0.50 Vested (3,180,053 ) $ 3.07 Forfeited (4,093,643 ) $ 2.21 Nonvested at December 31, 2023 10,088,052 $ 0.81 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2022 2023 (in thousands) Sales and distribution expenses $ 5,014 $ 2,439 Research and development expenses 1,871 1,414 General and administrative expenses 7,709 4,483 Total stock-based compensation expense $ 14,594 $ 8,336 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | December 31, December 31, 2022 2023 Domestic $ (196,166 ) $ (71,600 ) International (502 ) (3,831 ) Total $ (196,668 ) $ (75,431 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, December 31, 2022 2023 Current: Federal $ — $ — State 101 73 Foreign 69 213 Total current income tax expense 170 286 Deferred: Federal (270 ) — State (35 ) — Foreign (241 ) (1,153 ) Total deferred income tax (benefit) (546 ) (1,153 ) Total income tax (benefit) $ (376 ) $ (867 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2022 2023 Income tax benefit at statutory rates $ (41,300 ) $ (15,839 ) Permanent differences — — Debt extinguishment (481 ) — Warrant liabilities 4,455 (482 ) Stock compensation 4,410 1,949 Change in FV contingent consideration — — Other permanent differences 3 3 Foreign rate differential 14 (95 ) State income taxes, net of federal tax benefit (5,644 ) (2,052 ) Other (389 ) (431 ) Prior year true-up adjustments (352 ) 2,827 Valuation allowance 38,908 13,253 Total income tax (benefit) $ (376 ) $ (867 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2022 December 31, 2023 Deferred tax assets: Allowance for doubtful accounts $ — $ 31 Inventory Reserve — 1,671 Other Accruals — 1,402 Net operating loss carryforwards 51,889 53,361 Stock options 1,712 2,239 Deferred revenue — — Interest expense limitation 10,959 11,317 Intangibles (definite life) 181 9,422 Intangibles (indefinite life) 21,386 19,749 Other 1,972 2,060 Total deferred tax assets before valuation allowance 88,099 101,252 Valuation allowance (86,224 ) (99,477 ) Net deferred tax assets 1,875 1,775 Deferred tax liabilities: Fixed assets (3 ) (22 ) Goodwill — — Prepaid expenses (1,808 ) — Intangibles — (1,759 ) Contingent consideration (1,092 ) — Other (130 ) — Net deferred tax liabilities (3,033 ) (1,781 ) Deferred tax liability, net $ (1,158 ) $ (6 ) |
Note 15 - Net Loss Per Share (T
Note 15 - Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2022 2023 Net loss $ (196,292 ) $ (74,564 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 66,529,565 78,155,590 Net loss per share, basic and diluted $ (2.95 ) $ (0.95 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 13,409,769 22,541,479 |
Note 16 - Acquisitions (Tables)
Note 16 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | December 31, 2022 Smash Assets Squatty Potty Total Balance— January 1, 2022 $ 5,240 $ 3,983 $ 9,223 Change in fair value of contingent earn-out liabilities (5,240 ) — (5,240 ) Payment of contingent earn-out liability — (3,983 ) (3,983 ) Balance— December 31, 2022 $ — $ — $ — |
Note 17 - Goodwill and Intang_2
Note 17 - Goodwill and Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Net Book Value Goodwill $ 119,941 $ 468 $ (120,409 ) $ — |
Schedule of Intangible Assets and Goodwill [Table Text Block] | January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Accumulated Amortization Net Book Value Trademarks $ 65,910 192 $ (3,087 ) $ (13,008 ) $ 50,007 Non-competition agreement 111 — (31 ) (80 ) — Transition services agreement 23 — — (23 ) — Customer relationships 5,700 — — (950 ) 4,750 Other 700 — — (700 ) — Total intangibles $ 72,444 $ 192 $ (3,118 ) $ (14,761 ) $ 54,757 January 1, 2023 Year Ended December 31, 2023 December 31, 2023 December 31, 2023 Gross Carrying Amount Additions Impairments (2) Accumulated Amortization Net Book Value Trademarks (3) $ 62,202 $ — $ (39,728 ) $ (15,335 ) $ 7,140 Non-competition agreement 11 — — (11 ) — Transition services agreement 12 — — (12 ) — Customer relationships (3) 5,700 — — (1,520 ) 4,180 Other 700 — — (700 ) — Total intangibles (3) $ 68,625 $ — $ (39,728 ) $ (17,578 ) $ 11,320 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2024 $ 1,592 2025 1,551 2026 1,551 2027 1,551 2028 1,551 Thereafter 3,524 Total $ 11,320 |
Note 18 - Restructuring (Tables
Note 18 - Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Year Ended December 31, 2023 (in thousands) Employee severance $ 916 Retention bonus settled 411 Contract termination costs 285 Other restructuring costs 21 Total restructuring costs $ 1,633 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Employee Severance Retention Bonus Contract Termination Costs Other Total Balance – December 31, 2022 $ — $ — $ — $ — $ — Charges 915 411 285 21 1,632 Usage-cash (915 ) — (92 ) — (1,007 ) Usage-noncash — (411 ) — (21 ) (432 ) Balance – December 31, 2023 $ — $ — $ 193 $ — $ 193 |
Note 1 - Organization and Des_2
Note 1 - Organization and Description of Business (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Feb. 08, 2024 USD ($) | Aug. 11, 2023 $ / shares | May 09, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 22, 2021 $ / shares | |
Net Income (Loss) Attributable to Parent | $ (74,564) | $ (196,292) | |||||
Net Cash Provided by (Used in) Operating Activities | (13,388) | (17,477) | |||||
Cash and Cash Equivalents, at Carrying Value | 20,023 | 43,574 | |||||
Retained Earnings (Accumulated Deficit) | $ (699,815) | $ (625,251) | |||||
Number of Restructuring Plans | 2 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Restructuring Charges | $ 1,632 | $ 0 | |||||
Employee Severance [Member] | |||||||
Restructuring Charges | $ 1,600 | $ 915 | |||||
Employee Severance [Member] | Subsequent Event [Member] | |||||||
Restructuring Charges | $ 600 | $ 600 | |||||
Employee Severance [Member] | Employees [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 50 | ||||||
Employee Severance [Member] | Employees [Member] | Subsequent Event [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 21 | ||||||
Employee Severance [Member] | Contractors [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 15 | ||||||
Employee Severance [Member] | Contractors [Member] | Subsequent Event [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 27 | ||||||
Reverse Stock Split [Member] | Minimum [Member] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | ||||||
Reverse Stock Split [Member] | Maximum [Member] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 30 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | 21852 Months Ended | ||||||||||
Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Oct. 04, 2022 USD ($) | Jan. 01, 2022 USD ($) | |||
Accounts Receivable, Allowance for Credit Loss | $ 100 | $ 400 | $ 100 | $ 400 | $ 400 | ||||||||
Cash, Uninsured Amount | 300 | 300 | |||||||||||
Goodwill, Impairment Loss | 500 | $ 90,900 | $ 29,000 | 0 | 120,409 | ||||||||
Goodwill | 0 | 0 | $ 0 | 0 | 0 | 0 | |||||||
Impairment of Intangible Assets, Finite-Lived | $ 16,700 | 39,728 | [1],[2] | 3,118 | [3] | ||||||||
Warrants and Rights Outstanding | 1,000 | 3,500 | 1,000 | 3,500 | $ 3,500 | ||||||||
Selling and Marketing Expense [Member] | |||||||||||||
Advertising Expense | 9,100 | 11,600 | |||||||||||
Shipping and Handling Costs | 32,400 | 47,400 | |||||||||||
Other Expense [Member] | |||||||||||||
Gain (Loss), Foreign Currency Transaction, before Tax | (200) | ||||||||||||
Other Income [Member] | |||||||||||||
Gain (Loss), Foreign Currency Transaction, before Tax | $ 200 | ||||||||||||
Paper Business and Kitchen Appliance Business [Member] | |||||||||||||
Impairment of Intangible Assets, Finite-Lived | 300 | $ 22,800 | |||||||||||
Step and Go [Member] | |||||||||||||
Goodwill, Impairment Loss | $ 500 | ||||||||||||
Goodwill | $ 500 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 700 | ||||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||||||||
Number of Customers | 4 | 3 | |||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | |||||||||||||
Concentration Risk, Percentage | 43% | ||||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Four Customers [Member] | |||||||||||||
Concentration Risk, Percentage | 32% | ||||||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Amazon Sales Platform [Member] | |||||||||||||
Concentration Risk, Percentage | 88% | 89% | |||||||||||
Other Noncurrent Assets [Member] | |||||||||||||
Security Deposit | 100 | 100 | $ 100 | $ 100 | $ 100 | ||||||||
Operating Lease, Right of Use Asset, NonCurrent | $ 100 | ||||||||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||||||
Operating Lease, Right-of-Use Asset | 700 | ||||||||||||
Operating Lease, Right of Use Asset, Current | 200 | ||||||||||||
Prepaid Expenses and Other Current Assets [Member] | Midcap Credit Facility [Member] | |||||||||||||
Security Deposit | 900 | 900 | 900 | ||||||||||
Prepaid Expenses and Other Current Assets [Member] | Letter of Credit [Member] | |||||||||||||
Security Deposit | 2,000 | 2,000 | 2,000 | 2,000 | 2,000 | ||||||||
Accrued Liability [Member] | |||||||||||||
Contract with Customer, Refund Liability | $ 200 | $ 600 | $ 200 | $ 600 | $ 600 | ||||||||
Operating Lease, Liability | 700 | ||||||||||||
Other Current Liabilities [Member] | |||||||||||||
Operating Lease, Liability, Current | 200 | ||||||||||||
Other Noncurrent Liabilities [Member] | |||||||||||||
Operating Lease, Liability, Noncurrent | $ 100 | ||||||||||||
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.[2]On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.[3]Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total net revenue | $ 142,566 | $ 221,170 |
Heating, Cooling, and Air Quality [Member] | ||
Total net revenue | 34,686 | 67,797 |
Kitchen Appliances [Member] | ||
Total net revenue | 24,181 | 40,551 |
Health and Beauty [Member] | ||
Total net revenue | 16,025 | 17,485 |
Personal Protective Equipment [Member] | ||
Total net revenue | 549 | 1,564 |
Cookware, Kitchen Tools, and Gadgets [Member] | ||
Total net revenue | 11,696 | 19,526 |
Home Office [Member] | ||
Total net revenue | 9,781 | 13,322 |
Housewares [Member] | ||
Total net revenue | 26,093 | 33,041 |
Essential Oils and Related Accessories [Member] | ||
Total net revenue | 17,204 | 23,604 |
Product and Service, Other [Member] | ||
Total net revenue | 2,351 | 4,280 |
Sales Channel, Directly to Consumer [Member] | ||
Total net revenue | 138,409 | 214,168 |
Sales Channel, Through Intermediary [Member] | ||
Total net revenue | 4,156 | 7,002 |
North America [Member] | ||
Total net revenue | 137,257 | 216,338 |
North America [Member] | Sales Channel, Directly to Consumer [Member] | ||
Total net revenue | 133,101 | 209,336 |
North America [Member] | Sales Channel, Through Intermediary [Member] | ||
Total net revenue | 4,156 | 7,002 |
Other Than North America [Member] | ||
Total net revenue | 5,309 | 4,832 |
Other Than North America [Member] | Sales Channel, Directly to Consumer [Member] | ||
Total net revenue | 5,309 | 4,832 |
Other Than North America [Member] | Sales Channel, Through Intermediary [Member] | ||
Total net revenue | $ 0 | $ 0 |
Note 3 - Inventory (Details Tex
Note 3 - Inventory (Details Textual) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Inventory, Warehouse, Gross | $ 5 | $ 8.6 |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory on-hand | $ 18,980 | $ 34,374 |
Inventory in-transit | 1,410 | 9,292 |
Total inventory | $ 20,390 | $ 43,666 |
Note 4 - Accounts Receivable -
Note 4 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade accounts receivable | $ 4,356 | $ 4,882 |
Allowance for doubtful accounts | (131) | (367) |
Accounts receivable--net | $ 4,225 | $ 4,515 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation | $ 0.2 | $ 0.4 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Gross | $ 1,273 | $ 1,894 |
Less: accumulated depreciation and amortization | (498) | (1,041) |
Property and equipment–net | 775 | 853 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment, Gross | 452 | 1,109 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment, Gross | 23 | 91 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 2 | 56 |
Building [Member] | ||
Property, Plant and Equipment, Gross | $ 796 | $ 638 |
Note 6 - Fair Value Measureme_3
Note 6 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | $ 22,195 | $ 46,629 | $ 38,315 |
Fair Value, Inputs, Level 1 [Member] | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | $ 22,200 | $ 46,600 |
Note 6 - Fair Value Measureme_4
Note 6 - Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member] | ||
Liabilities | $ 0 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | Cash and Cash Equivalents [Member] | ||
Assets | 20,023 | 43,574 |
Fair Value, Inputs, Level 1 [Member] | Restricted Cash [Member] | ||
Assets | 2,172 | 3,055 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member] | ||
Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Cash and Cash Equivalents [Member] | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Restricted Cash [Member] | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities | 1,033 | 3,473 |
Fair Value, Inputs, Level 3 [Member] | Cash and Cash Equivalents [Member] | ||
Assets | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Restricted Cash [Member] | ||
Assets | $ 0 | $ 0 |
Note 6 - Fair Value Measureme_5
Note 6 - Fair Value Measurements - Summary of Warrant Activity (Details) - Warrant Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Beginning balance | $ 3,473 |
Change in fair value of warrants | (2,440) |
Ending balance | $ 1,033 |
Note 7 - Prepaid Expenses and O
Note 7 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid inventory | $ 619 | $ 1,342 |
Restricted cash | 2,043 | 2,926 |
Prepaid insurance | 1,355 | 1,991 |
Prepaid freight forwarder | 100 | 576 |
Other prepaid current assets | 881 | 1,426 |
Prepaid and Other Current Assets | $ 4,998 | $ 8,261 |
Note 8 - Accrued and Other Cu_3
Note 8 - Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued compensation costs | $ 140 | $ 53 |
Accrued professional fees and consultants | 310 | 461 |
Accrued logistics costs | 149 | 609 |
Product related accruals | 644 | 1,248 |
Sales tax payable | 1,019 | 711 |
Sales return reserve | 233 | 646 |
Accrued fulfillment expense | 821 | 755 |
Accrued insurance | 187 | 356 |
Federal payroll taxes payable | 1,243 | 1,467 |
Accrued interest payable | 146 | 190 |
Warrant liability | 1,033 | 3,473 |
All other accruals | 3,185 | 4,285 |
Accrued and current liabilities | $ 9,110 | $ 14,254 |
Note 9 - Credit Facility, Ter_3
Note 9 - Credit Facility, Term Loans and Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Oct. 04, 2022 | Oct. 04, 2022 | Sep. 29, 2022 | Mar. 01, 2022 | Dec. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2024 | Aug. 11, 2023 | Dec. 22, 2022 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from Lines of Credit | $ 79,806 | $ 136,687 | ||||||||
Warrant Liability | $ 19,000 | 1,100 | ||||||||
Gain (Loss) on Issuance of Equity | 0 | (18,669) | ||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,436,322 | |||||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 2.91 | |||||||||
Proceeds from Issuance or Sale of Equity | $ 27,500 | |||||||||
Securities Purchase Agreement [Member] | Registered Direct Offering [Member] | ||||||||||
Gain (Loss) on Issuance of Equity | $ (12,800) | |||||||||
September Purchase Agreements [Member] | Registered Direct Offering [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,643,034 | |||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,643,034 | 10,643,034 | 10,643,034 | |||||||
Proceeds from Issuance or Sale of Equity | $ 20,200 | |||||||||
Gain (Loss) on Issuance of Equity | $ (12,800) | |||||||||
September Purchase Agreements [Member] | Registered Direct Offering [Member] | Accredited Purchasers [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,526,368 | |||||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 1.9 | |||||||||
September Purchase Agreements [Member] | Registered Direct Offering [Member] | Insiders [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 116,666 | |||||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 2.1 | |||||||||
Terminated Notes [Member] | ||||||||||
Debt Instrument, Face Amount | $ 110,000 | |||||||||
Midcap Warrant [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 200,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.7 | |||||||||
Warrants and Rights Outstanding, Term (Year) | 10 years | |||||||||
Common Stock Warrants and Prefunded Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,827,242 | |||||||||
Class of Warrant or Right, Sale Price (in dollars per share) | $ 2.91 | |||||||||
Prefunded Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,013,850 | |||||||||
Common Stock Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,260,388 | |||||||||
Common Stock Warrants [Member] | September Purchase Agreements [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,643,034 | |||||||||
Common Stock Warrants [Member] | September Purchase Agreements [Member] | Accredited Purchasers [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,526,368 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||||
Common Stock Warrants [Member] | September Purchase Agreements [Member] | Insiders [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 116,666 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||||
Line of Credit [Member] | Midcap Credit Facility [Member] | ||||||||||
Debt Instrument, Term (Year) | 3 years | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | |||||||||
Proceeds from Lines of Credit | $ 27,600 | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||||||
Line Of Credit Facility, Maximum Liquidity Requirements During Period | $ 12,500 | |||||||||
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times | $ 15,000 | $ 15,000 | ||||||||
Line of Credit [Member] | Midcap Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||||||
Line Of Credit Facility, Maximum Liquidity Requirements At All Other Times | 6,800 | |||||||||
Line of Credit Facility, Current Borrowing Capacity | 17,000 | |||||||||
Line of Credit [Member] | Midcap Credit Facility [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Debt Instrument, Fee Amount | 100 | |||||||||
Line of Credit [Member] | Midcap Credit Facility [Member] | Term Secured Overnight Financing Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||||||||
Line of Credit [Member] | Midcap Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | |||||||||
Asset Backed Credit Facility [Member] | Midcap Credit Facility [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Debt Instrument, Fee Amount | $ 100 |
Note 9 - Credit Facility, Ter_4
Note 9 - Credit Facility, Term Loans, and Warrants - Schedule of Credit Facility and Term Loans (Details) - Midcap Credit Facility [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
MidCap Credit Facility | $ 11,515 | $ 21,899 |
Less: deferred debt issuance costs | (226) | (459) |
Less: discount associated with issuance of warrants | (191) | (387) |
Total MidCap Credit Facility | $ 11,098 | $ 21,053 |
Note 9 - Credit Facility, Ter_5
Note 9 - Credit Facility, Term Loans, and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Interest expense | $ 2,125 | $ 2,696 |
Interest income | (704) | (93) |
Total interest expense, net | $ 1,421 | $ 2,603 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Oct. 04, 2022 | Oct. 04, 2022 | Sep. 29, 2022 | Mar. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 11, 2023 | Dec. 22, 2021 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from Issuance of Common Stock | $ 0 | $ 46,834 | ||||||
Gain (Loss) on Issuance of Equity | 0 | (18,669) | ||||||
Securities Purchase Agreement [Member] | Common Stock Warrants and Prefunded Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,827,242 | |||||||
Class of Warrant or Right, Sale Price (in dollars per share) | $ 2.91 | |||||||
Securities Purchase Agreement [Member] | Prefunded Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,013,850 | |||||||
Securities Purchase Agreement [Member] | Common Stock Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,260,388 | |||||||
Securities Purchase Agreement [Member] | Common Stock Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,260,388 | |||||||
September Purchase Agreements [Member] | Common Stock Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,643,034 | |||||||
September Purchase Agreements [Member] | Common Stock Warrants [Member] | Accredited Purchasers [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,526,368 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
September Purchase Agreements [Member] | Common Stock Warrants [Member] | Insiders [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 116,666 | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 6,436,322 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 2.91 | |||||||
Proceeds from Issuance or Sale of Equity | $ 27,500 | |||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | ||||||||
Gain (Loss) on Issuance of Equity | $ (12,800) | |||||||
Registered Direct Offering [Member] | September Purchase Agreements [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,643,034 | 10,643,034 | 10,643,034 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 10,643,034 | |||||||
Proceeds from Issuance or Sale of Equity | $ 20,200 | |||||||
Proceeds from Issuance of Common Stock | $ 20,200 | |||||||
Gain (Loss) on Issuance of Equity | $ (12,800) | |||||||
Registered Direct Offering [Member] | September Purchase Agreements [Member] | Accredited Purchasers [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 10,526,368 | |||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 1.9 | |||||||
Registered Direct Offering [Member] | September Purchase Agreements [Member] | Insiders [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 116,666 | |||||||
Stock and Warrants, Combined Issuance Price (in dollars per share) | $ 2.1 |
Note 11 - Stock-based Compens_3
Note 11 - Stock-based Compensation (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years |
Restricted Stock [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 7.3 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 3 months 18 days |
Share-Based Payment Arrangement, Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years |
Share-Based Payment Arrangement, Tranche One [Member] | Vesting on First Anniversary [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% |
Share-Based Payment Arrangement, Tranche One [Member] | Vesting On Pro Rata Basis Over Remaining Period [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 75% |
Share-Based Payment Arrangement, Tranche Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years |
Share-Based Payment Arrangement, Tranche Two [Member] | Vesting on First Anniversary [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 33.33% |
Share-Based Payment Arrangement, Tranche Two [Member] | Vesting On Pro Rata Basis Over Remaining Period [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 66.66% |
Aterian 2014 Equity Incentive Plan [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 99,310 |
Aterian 2018 Equity Incentive Plan [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,283,058 |
Aterion 2019 Equity Plan [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 0 |
Aterion 2019 Equity Plan [Member] | Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum | 70% |
Inducement Equity Incentive Plan [Member] | |
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,205,001 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 2,700,000 |
Note 11 - Stock-based Compens_4
Note 11 - Stock-based Compensation - Schedule of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance, options (in shares) | 368,596 | |
Balance, options, weighted average exercise price (in dollars per share) | $ 9.26 | |
Balance, options, remaining contractual term (Year) | 5 years | 5 years 10 months 20 days |
Options granted (in shares) | 0 | |
Options granted, weighted average exercise price (in dollars per share) | $ 0 | |
Options exercised (in shares) | 0 | |
Options exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Options canceled (in shares) | (172,292) | |
Options canceled, weighted average exercise price (in dollars per share) | $ 9.32 | |
Balance, options (in shares) | 196,304 | 368,596 |
Balance, options, weighted average exercise price (in dollars per share) | $ 9.21 | $ 9.26 |
Exercisable, options3 (in shares) | 196,304 | |
Exercisable, options, weighted average exercise price (in dollars per share) | $ 9.21 | |
Exercisable, options, remaining contractual term (Year) | 5 years | |
Vested and expected to vest, options (in shares) | 196,304 | |
Vested and expected to vest, options, , weighted average exercise price (in dollars per share) | $ 9.21 | |
Vested and expected to vest, options, remaining contractual term (Year) | 5 years |
Note 11 - Stock-based Compens_5
Note 11 - Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Nonvested (in shares) | shares | 4,223,023 |
Nonvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 4.85 |
Granted (in shares) | shares | 13,138,725 |
Granted, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 0.5 |
Vested (in shares) | shares | (3,180,053) |
Vested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 3.07 |
Forfeited (in shares) | shares | (4,093,643) |
Forfeited, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 2.21 |
Nonvested (in shares) | shares | 10,088,052 |
Nonvested, weighted average grant-date fair value (in dollars per share) | $ / shares | $ 0.81 |
Note 11 - Stock-based Compens_6
Note 11 - Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation expense | $ 8,336 | $ 14,594 |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 2,439 | 5,014 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 1,414 | 1,871 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | $ 4,483 | $ 7,709 |
Note 12 - Commitment and Cont_2
Note 12 - Commitment and Contingencies (Details Textual) $ in Thousands, Pure in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 29, 2022 USD ($) | Dec. 12, 2022 USD ($) | May 06, 2022 USD ($) | Feb. 24, 2022 USD ($) | Feb. 24, 2022 GBP (£) | Nov. 30, 2021 USD ($) | Jun. 10, 2021 USD ($) shares | May 02, 2021 USD ($) | Apr. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Purchase Obligation | $ 6,500 | $ 13,500 | |||||||||||
Sales and Excise Tax Payable, Current | 1,019 | 711 | |||||||||||
General and Administrative Expense | 20,220 | 38,239 | |||||||||||
Earn-out Payment Dispute [Member] | |||||||||||||
Earn Out Payment Amount | $ 8,800 | £ 6,902,816 | |||||||||||
Settlement Agreement [Member] | |||||||||||||
Proceeds to be Received From Settlement Agreement | $ 3,000 | ||||||||||||
Line of Credit Facility, Number of Installments | 3 | ||||||||||||
Settlement Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||||
Prepaid Expense, Current | 4,100 | ||||||||||||
Settlement Agreement [Member] | Third Party [Member] | |||||||||||||
Proceeds to be Received From Settlement Agreement | $ 1,000 | ||||||||||||
Settlement Agreement [Member] | First Payment [Member] | |||||||||||||
Litigation Settlement, Amount Awarded from Other Party | 1,000 | ||||||||||||
Securities Class Action [Member] | |||||||||||||
Litigation Settlement Amount Payable to Other Party | $ 1,300 | $ 1,300 | |||||||||||
Litigation Settlement, Expense | $ 1,300 | ||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,300 | ||||||||||||
Stipulation [Member] | |||||||||||||
Litigation Settlement, Expense | $ 300 | $ 300 | |||||||||||
Securities Purchase Agreement [Member] | Sabby Volatility Warrant Master Fund Ltd [Member] | |||||||||||||
Litigation Settlement, Expense | 1,600 | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | shares | 400,000 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 6,000 | ||||||||||||
General and Administrative Expense | $ 1,600 | ||||||||||||
Securities Purchase Agreement [Member] | Muller Austria [Member] | |||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 800 | ||||||||||||
Litigation Settlement In Cash | $ 500 | ||||||||||||
Litigation Settlement, Coupons Awarded | $ 300 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent | 1.15% | (0.19%) |
Other Current Liabilities [Member] | ||
Payroll Related Credits COVID 19 | $ 1.3 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 222.2 | 216.4 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 128.1 | $ 121.3 |
Note 13 - Income Taxes - Loss B
Note 13 - Income Taxes - Loss Before Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Domestic | $ (71,600) | $ (196,166) |
International | (3,831) | (502) |
Loss before income taxes | $ (75,431) | $ (196,668) |
Note 13 - Income Taxes - Compon
Note 13 - Income Taxes - Components of Income Tax Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | $ 0 | $ 0 |
State | 73 | 101 |
Foreign | 213 | 69 |
Total current income tax expense | 286 | 170 |
Federal | 0 | (270) |
State | 0 | (35) |
Foreign | (1,153) | (241) |
Total deferred income tax (benefit) | (1,153) | (546) |
Total income tax (benefit) | $ (867) | $ (376) |
Note 13 - Income Taxes - Income
Note 13 - Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax benefit at statutory rates | $ (15,839) | $ (41,300) |
Permanent differences | 0 | 0 |
Debt extinguishment | 0 | (481) |
Warrant liabilities | (482) | 4,455 |
Stock compensation | 1,949 | 4,410 |
Change in FV contingent consideration | 0 | 0 |
Other permanent differences | 3 | 3 |
Foreign rate differential | (95) | 14 |
State income taxes, net of federal tax benefit | (2,052) | (5,644) |
Other | (431) | (389) |
Prior year true-up adjustments | 2,827 | (352) |
Valuation allowance | 13,253 | 38,908 |
Total income tax (benefit) | $ (867) | $ (376) |
Note 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 31 | $ 0 |
Inventory Reserve | 1,671 | 0 |
Other Accruals | 1,402 | 0 |
Net operating loss carryforwards | 53,361 | 51,889 |
Stock options | 2,239 | 1,712 |
Deferred revenue | 0 | 0 |
Interest expense limitation | 11,317 | 10,959 |
Intangibles (definite life) | 9,422 | 181 |
Intangibles (indefinite life) | 19,749 | 21,386 |
Deferred tax assets other | 2,060 | 1,972 |
Total deferred tax assets before valuation allowance | 101,252 | 88,099 |
Valuation allowance | (99,477) | (86,224) |
Net deferred tax assets | 1,775 | 1,875 |
Fixed assets | (22) | (3) |
Goodwill | 0 | 0 |
Prepaid expenses | 0 | (1,808) |
Intangibles | (1,759) | 0 |
Contingent consideration | 0 | (1,092) |
Other | 0 | (130) |
Net deferred tax liabilities | (1,781) | (3,033) |
Deferred tax liability, net | $ (6) | $ (1,158) |
Note 15 - Net Loss Per Share -
Note 15 - Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net loss | $ (74,564) | $ (196,292) |
Weighted-average number of shares outstanding, basic and diluted (in shares) | 78,155,590 | 66,529,565 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.95) | $ (2.95) |
Anti-dilutive shares excluded from computation of net loss per share (in shares) (in shares) | 22,541,479 | 13,409,769 |
Note 16 - Acquisitions (Details
Note 16 - Acquisitions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Oct. 04, 2022 | Dec. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | May 05, 2021 | |
Business Combination, Contingent Consideration, Liability | $ 0 | $ 9,223 | ||||
Step and Go [Member] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 700 | |||||
Business Combination, Consideration Transferred | $ 700 | |||||
Smash Assets [Member] | ||||||
Business Combination, Consideration Transferred | $ 25,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 4,220,000 | |||||
Business Acquisition, Share Price (in dollars per share) | $ 6.89 | |||||
Business Combination, Consideration Transferred Value Of Certain Inventory | $ 15,600 | |||||
Business Combination, Contingent Consideration, Liability | 0 | $ 0 | 5,240 | |||
Smash Assets [Member] | Sellers Brokers [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 164,000 | |||||
Squatty Potty LLC [Member] | ||||||
Business Combination, Contingent Consideration, Liability | 0 | $ 0 | $ 3,983 | |||
Acquisition Date Fair Value Of Contingent Earn Out Liabilities And Inventory To Be Settled In Shares | $ 3,500 | |||||
Contingent Consideration Earn Out Payments | $ 4,000 |
Note 16 - Acquisitions - Change
Note 16 - Acquisitions - Change in Carrying Value of Estimated Contingent Earn-out Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 0 | $ 9,223 |
Gain from decrease of contingent earn-out liability fair value | 0 | (5,240) |
Payment of Squatty Potty earn-out | 0 | (3,983) |
Balance | 0 | |
Smash Assets [Member] | ||
Balance | 0 | 5,240 |
Gain from decrease of contingent earn-out liability fair value | (5,240) | |
Balance | 0 | 0 |
Squatty Potty LLC [Member] | ||
Balance | 0 | 3,983 |
Payment of Squatty Potty earn-out | (3,983) | |
Balance | $ 0 | $ 0 |
Note 17 - Goodwill and Intang_3
Note 17 - Goodwill and Intangibles (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 04, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Goodwill, Impairment Loss | $ 500 | $ 90,900 | $ 29,000 | $ 0 | $ 120,409 | ||||||
Goodwill | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||||
Impairment of Intangible Assets, Finite-Lived | $ 16,700 | 39,728 | [1],[2] | 3,118 | [3] | ||||||
Trademarks [Member] | |||||||||||
Impairment of Intangible Assets, Finite-Lived | 39,728 | [2] | 3,087 | [3] | |||||||
Customer Relationships [Member] | |||||||||||
Impairment of Intangible Assets, Finite-Lived | $ 0 | [1],[2] | 0 | [3] | |||||||
Weighted Average [Member] | |||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) | 7 years 3 months 3 days | 7 years 3 months 3 days | |||||||||
Weighted Average [Member] | Trademarks [Member] | |||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) | 7 years 2 months 15 days | 7 years 2 months 15 days | |||||||||
Weighted Average [Member] | Customer Relationships [Member] | |||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period (Year) | 7 years 3 months 29 days | 7 years 3 months 29 days | |||||||||
Paper Business and Kitchen Appliance Business [Member] | |||||||||||
Impairment of Intangible Assets, Finite-Lived | $ 300 | $ 22,800 | |||||||||
Step and Go [Member] | |||||||||||
Goodwill, Impairment Loss | $ 500 | ||||||||||
Business Combination, Consideration Transferred | $ 700 | ||||||||||
Goodwill | $ 500 | ||||||||||
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.[2]On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.[3]Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022. |
Note 17 - Goodwill and Intang_4
Note 17 - Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill, impairments | $ (500) | $ (90,900) | $ (29,000) | $ 0 | $ (120,409) | ||
Goodwill | 0 | $ 0 | $ 0 | 0 | |||
Goodwill [Member] | |||||||
Goodwill, gross | $ 119,941 | ||||||
Goodwill, additions | 468 | ||||||
Goodwill, impairments | [1] | (120,409) | |||||
Goodwill | $ 0 | $ 0 | |||||
[1]The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $29.0 million and $90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $0.7 million. As part of the purchase price allocation of the acquisition, $0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $0.5 million was recorded for the three months ended December 31, 2022, which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022. |
Note 17 - Goodwill and Intang_5
Note 17 - Goodwill and Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Intangible assets, gross | $ 68,625 | [1] | $ 72,444 | |||
Intangible assets, additions | $ 0 | [1] | 192 | |||
Intangibles assets, impairments | $ (16,700) | (39,728) | [1],[2] | (3,118) | [3] | |
Intangible assets, accumulated amortization | (17,578) | [1] | (14,761) | |||
Intangible assets, net | 11,320 | [1] | 54,757 | |||
Trademarks [Member] | ||||||
Intangible assets, gross | 62,202 | 65,910 | ||||
Intangible assets, additions | 0 | 192 | ||||
Intangibles assets, impairments | (39,728) | [2] | (3,087) | [3] | ||
Intangible assets, accumulated amortization | (15,335) | (13,008) | ||||
Intangible assets, net | 7,140 | 50,007 | ||||
Noncompete Agreements [Member] | ||||||
Intangible assets, gross | 11 | 111 | ||||
Intangible assets, additions | 0 | 0 | ||||
Intangibles assets, impairments | 0 | [2] | (31) | [3] | ||
Intangible assets, accumulated amortization | (11) | (80) | ||||
Intangible assets, net | 0 | 0 | ||||
Transition Services Agreement [Member] | ||||||
Intangible assets, gross | 12 | 23 | ||||
Intangible assets, additions | 0 | 0 | ||||
Intangibles assets, impairments | 0 | [2] | 0 | [3] | ||
Intangible assets, accumulated amortization | (12) | (23) | ||||
Intangible assets, net | 0 | 0 | ||||
Customer Relationships [Member] | ||||||
Intangible assets, gross | 5,700 | [1] | 5,700 | |||
Intangible assets, additions | 0 | [1] | 0 | |||
Intangibles assets, impairments | 0 | [1],[2] | 0 | [3] | ||
Intangible assets, accumulated amortization | (1,520) | [1] | (950) | |||
Intangible assets, net | 4,180 | [1] | 4,750 | |||
Other Intangible Assets [Member] | ||||||
Intangible assets, gross | 700 | $ 700 | ||||
Intangible assets, additions | 0 | 0 | ||||
Intangibles assets, impairments | 0 | [2] | 0 | [3] | ||
Intangible assets, accumulated amortization | (700) | (700) | ||||
Intangible assets, net | $ 0 | $ 0 | ||||
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years.[2]On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $16.7 million in the three months ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended June 30, 2023, the Company had a substantial decrease in its market capitalization, primarily relating to a decrease in share price. Further, the Company continues to see reduced net revenues across its portfolio primarily due to the current macroeconomic environment reducing demand for consumer goods. Finally, during the three months ending June 30, 2023, the Company implemented a strategy of rationalizing certain less profitable products and reducing its product offering, specifically related to its kitchen appliance products. As a result of this rationalization, along with the reduced demand for its products, the Company has made certain revisions to its internal forecasts for its Paper business and Kitchen appliance business. The Company concluded that these factors were an interim triggering event for the three months ending June 30, 2023 indicating the carrying value of our Paper and Kitchen appliance business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $22.8 million for the Paper business and Kitchen appliance business during the three months ending June 30, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. During the three months ended December 31, 2023, The Company continued to see reduced revenue in its paper business resulting in certain revisions to its internal forecasts. Due to these revisions in forecast due to reduced demand,, The Company concluded this was an interim triggering event for the three months ending December 31, 2023 indicating the carrying value of our Paper business’s long-lived assets, including trademarks, may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $0.3 million for the Paper business during the three months ending December 31, 2023 within impairment loss on intangibles on the consolidated statement of operations.[3]Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $3.1 million for the year-ended December 31, 2022. |
Note 17 - Goodwill and Intang_6
Note 17 - Goodwill and Intangibles - Summary of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
2024 | $ 1,592 | ||
2025 | 1,551 | ||
2026 | 1,551 | ||
2027 | 1,551 | ||
2028 | 1,551 | ||
Thereafter | 3,524 | ||
Total | $ 11,320 | [1] | $ 54,757 |
[1]As of December 31, 2023, the weighted-average remaining amortization period for Trademarks and Customer Relations was 7.21 years and 7.33 years, respectively. The weighted-average remaining amortization period for total intangibles was 7.26 years. |
Note 18 - Restructuring (Detail
Note 18 - Restructuring (Details Textual) $ in Thousands | 12 Months Ended | ||
May 09, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Plan, Effected Employees | 50 | ||
Restructuring Plan, Effected Contractors | 15 | ||
Restructuring Charges | $ 1,632 | $ 0 | |
Restructuring Reserve | 193 | $ 0 | |
Accrued Expenses and Other Current Liabilities [Member] | |||
Restructuring Reserve | 100 | ||
Other Liabilities [Member] | |||
Restructuring Reserve | $ 100 |
Note 18 - Restructuring - Sched
Note 18 - Restructuring - Schedule of Restructuring Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Total restructuring costs | $ 1,633 |
Employee Severance [Member] | |
Total restructuring costs | 916 |
Retention Bonus Settlement [Member] | |
Total restructuring costs | 411 |
Contract Termination [Member] | |
Total restructuring costs | 285 |
Other Restructuring [Member] | |
Total restructuring costs | $ 21 |
Note 18 - Restructuring - Summa
Note 18 - Restructuring - Summary of Restructuring Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance – December 31, 2022 | $ 0 | ||
Charges | 1,632 | $ 0 | |
Usage-cash | (1,007) | ||
Usage-noncash | (432) | ||
Balance – December 31, 2023 | 193 | 0 | |
Employee Severance [Member] | |||
Balance – December 31, 2022 | 0 | ||
Charges | $ 1,600 | 915 | |
Usage-cash | (915) | ||
Usage-noncash | 0 | ||
Balance – December 31, 2023 | 0 | 0 | |
Retention Bonus Settlement [Member] | |||
Balance – December 31, 2022 | 0 | ||
Charges | 411 | ||
Usage-cash | 0 | ||
Usage-noncash | (411) | ||
Balance – December 31, 2023 | 0 | 0 | |
Contract Termination [Member] | |||
Balance – December 31, 2022 | 0 | ||
Charges | 285 | ||
Usage-cash | (92) | ||
Usage-noncash | 0 | ||
Balance – December 31, 2023 | 193 | 0 | |
Other Restructuring [Member] | |||
Balance – December 31, 2022 | 0 | ||
Charges | 21 | ||
Usage-cash | 0 | ||
Usage-noncash | (21) | ||
Balance – December 31, 2023 | $ 0 | $ 0 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Feb. 08, 2024 USD ($) | May 09, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 23, 2024 USD ($) | Dec. 22, 2021 USD ($) | |
Restructuring Charges | $ 1,632 | $ 0 | |||||
Line of Credit [Member] | Midcap Credit Facility [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000 | ||||||
Line Of Credit Facility, Covenant, Minimum Liquidity Requirements | 15,000 | ||||||
Subsequent Event [Member] | Line of Credit [Member] | Midcap Credit Facility [Member] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 17,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000 | ||||||
Line Of Credit Facility, Covenant, Minimum Liquidity Requirements | 6,800 | ||||||
Subsequent Event [Member] | Line of Credit [Member] | Midcap Credit Facility [Member] | Maximum [Member] | |||||||
Debt Instrument, Fee Amount | $ 100 | ||||||
Employee Severance [Member] | |||||||
Restructuring Charges | $ 1,600 | $ 915 | |||||
Employee Severance [Member] | Employees [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 50 | ||||||
Employee Severance [Member] | Contractors [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 15 | ||||||
Employee Severance [Member] | Subsequent Event [Member] | |||||||
Restructuring Charges | $ 600 | $ 600 | |||||
Employee Severance [Member] | Subsequent Event [Member] | Employees [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 21 | ||||||
Employee Severance [Member] | Subsequent Event [Member] | Contractors [Member] | |||||||
Restructuring and Related Cost, Number of Positions Eliminated | 27 |