Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 09, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Mohawk Group Holdings, Inc. | ||
Entity Central Index Key | 0001757715 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 29,487,726 | ||
Entity File Number | 001-38937 | ||
Entity Tax Identification Number | 83-1739858 | ||
Entity Address, Address Line One | 37 East 18th Street | ||
Entity Address, Address Line Two | 7th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10003 | ||
City Area Code | (347) | ||
Local Phone Number | 676-1681 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of each class | Common stock, par value $0.0001 per share | ||
Trading Symbol(s) | MWK | ||
Name of each exchange on which registered | NASDAQ | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 86.9 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K, to the extent described in Part III. Such definitive proxy statement, or an amendment to this Annual Report on Form 10-K, will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year-ended December 31, 2020. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 26,718 | $ 30,353 |
Accounts receivable—net | 5,747 | 1,059 |
Inventory | 31,582 | 36,212 |
Prepaid and other current assets | 11,111 | 5,395 |
Total current assets | 75,158 | 73,019 |
PROPERTY AND EQUIPMENT—net | 169 | 175 |
GOODWILL AND OTHER INTANGIBLES—net | 78,778 | 1,055 |
OTHER NON-CURRENT ASSETS | 3,349 | 175 |
TOTAL ASSETS | 157,454 | 74,424 |
CURRENT LIABILITIES: | ||
Credit facility | 12,190 | 21,657 |
Accounts payable | 14,856 | 21,064 |
Term loan | 21,600 | 3,000 |
Seller notes | 16,231 | |
Contingent earn-out liability | 1,515 | |
Accrued and other current liabilities | 8,340 | 7,505 |
Total current liabilities | 74,732 | 53,226 |
OTHER LIABILITIES | 1,841 | 4 |
CONTINGENT EARN-OUT LIABILITY | 21,016 | |
TERM LOANS | 36,483 | 10,467 |
Total liabilities | 134,072 | 63,697 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value $0.0001 per share—500,000,000 shares authorized and 17,736,649 shares outstanding at December 31, 2019; 500,000,000 shares authorized and 27,074,791 shares outstanding at December 31, 2020 | 3 | 2 |
Additional paid-in capital | 216,305 | 140,477 |
Accumulated deficit | (192,935) | (129,809) |
Accumulated other comprehensive income | 9 | 57 |
Total stockholders’ equity | 23,382 | 10,727 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 157,454 | $ 74,424 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 27,074,791 | 17,736,649 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 185,704 | $ 114,451 |
COST OF GOODS SOLD | 100,958 | 69,411 |
GROSS PROFIT | 84,746 | 45,040 |
OPERATING EXPENSES: | ||
Research and development | 8,130 | 10,661 |
Sales and distribution | 68,005 | 55,206 |
General and administrative | 30,631 | 33,506 |
Change in fair value of contingent earn-out liabilities | 12,731 | |
TOTAL OPERATING EXPENSES: | 119,497 | 99,373 |
OPERATING LOSS | (34,751) | (54,333) |
INTEREST EXPENSE, NET: | ||
Interest expense, net | 4,979 | 4,386 |
Loss on extinguishment of debt | 2,037 | |
Change in fair market value of warrant liability | 21,338 | |
TOTAL INTEREST EXPENSE, NET: | 28,354 | 4,386 |
OTHER (INCOME) EXPENSE— net | (27) | 41 |
LOSS BEFORE INCOME TAXES | (63,078) | (58,760) |
PROVISION FOR INCOME TAXES | 48 | 29 |
NET LOSS | $ (63,126) | $ (58,789) |
Net loss per share, basic and diluted | $ (3.68) | $ (4.35) |
Weighted-average number of shares outstanding, basic and diluted | 17,167,999 | 13,516,844 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
NET LOSS | $ (63,126) | $ (58,789) |
OTHER COMPREHENSIVE INCOME: | ||
Foreign currency translation adjustments | (48) | 17 |
Other comprehensive income (loss) | (48) | 17 |
COMPREHENSIVE LOSS | $ (63,174) | $ (58,772) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Asset Purchase Agreement | Follow-on Public Offering | November 2019 | July 13, 2020 | August 10, 2020 | Common Stock | Common StockAsset Purchase Agreement | Common StockFollow-on Public Offering | Common StockMarch 20, 2019 | Common StockJune 12, 2019 | Common StockMarch 12, 2020 | Common StockMay 17, 2019 | Common StockJune 30, 2020 | Common StockDecember 17, 2020 | Common StockAugust 2019 | Common StockNovember 2019 | Common StockJuly 13, 2020 | Common StockJuly 20, 2020 | Common StockSeptember 30, 2020 | Common StockAugust 10, 2020 | Common StockDecember 14, 2020 | Additional Paid-in Capital | Additional Paid-in CapitalAsset Purchase Agreement | Additional Paid-in CapitalFollow-on Public Offering | Additional Paid-in CapitalNovember 2019 | Additional Paid-in CapitalJuly 13, 2020 | Additional Paid-in CapitalAugust 10, 2020 | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance at Dec. 31, 2018 | $ 5,369 | $ 1 | $ 76,348 | $ (71,020) | $ 40 | |||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2018 | 11,534,190 | |||||||||||||||||||||||||||||
Net loss | (58,789) | (58,789) | ||||||||||||||||||||||||||||
Issuance of restricted common stock, shares | 2,406,618 | 64,982 | 19,407 | 84,975 | 25,990 | |||||||||||||||||||||||||
Issuance of common stock | 29,447 | $ 1 | 29,446 | |||||||||||||||||||||||||||
Issuance of common stock, shares | 3,600,000 | |||||||||||||||||||||||||||||
Stock-based compensation | 34,681 | 34,681 | ||||||||||||||||||||||||||||
Exercise of stock options | 2 | 2 | ||||||||||||||||||||||||||||
Exercise of stock options, shares | 487 | |||||||||||||||||||||||||||||
Other comprehensive income (loss) | 17 | 17 | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 10,727 | $ 2 | 140,477 | (129,809) | 57 | |||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2019 | 17,736,649 | |||||||||||||||||||||||||||||
Net loss | (63,126) | (63,126) | ||||||||||||||||||||||||||||
Issuance of restricted common stock | $ 659 | $ 49 | $ 760 | $ 659 | $ 49 | $ 760 | ||||||||||||||||||||||||
Issuance of restricted common stock, shares | 439,145 | 134,364 | 23,500 | 90,000 | 10,000 | 95,500 | 22,700 | 90,000 | 890,000 | |||||||||||||||||||||
Issuance of common stock | $ 29,077 | $ 23,416 | $ 1 | $ 29,076 | $ 23,416 | |||||||||||||||||||||||||
Issuance of common stock, shares | 4,220,000 | 3,860,710 | ||||||||||||||||||||||||||||
Forfeiture of restricted common stock, shares | 371,329 | (134,366) | ||||||||||||||||||||||||||||
Issuance of 25,000 warrants on August 18, 2020 | 204 | 204 | ||||||||||||||||||||||||||||
Stock-based compensation | 21,770 | 21,770 | ||||||||||||||||||||||||||||
Exercise of stock options | $ 44 | 44 | ||||||||||||||||||||||||||||
Exercise of stock options, shares | 10,697 | 10,697 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | $ (48) | (48) | ||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 23,382 | $ 3 | 216,305 | $ (192,935) | $ 9 | |||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2020 | 27,074,791 | |||||||||||||||||||||||||||||
Shares of common stock retired in connection with vesting | $ (150) | $ (150) | ||||||||||||||||||||||||||||
Shares of restricted common stock retired in connection with vesting, shares | 42,779 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | Dec. 17, 2020 | Dec. 14, 2020 | Nov. 16, 2020 | Sep. 30, 2020 | Aug. 26, 2020 | Aug. 10, 2020 | Jul. 20, 2020 | Jul. 13, 2020 | Mar. 12, 2020 | Jun. 14, 2019 | Jun. 12, 2019 | May 17, 2019 | Mar. 20, 2019 | Nov. 30, 2019 | Aug. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Follow-on Public Offering | ||||||||||||||||||
Issuance of common stock, shares | 3,860,710 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Issuance of restricted common stock, shares | 23,500 | 890,000 | 90,000 | 22,700 | 90,000 | 95,500 | 10,000 | 439,145 | 64,982 | 88,548 | 2,406,618 | 74,510 | 84,975 | 134,364 | ||||
Forfeiture of restricted common stock, shares | 371,329 | 69,141 | 48,520 | 134,366 | ||||||||||||||
Issuance of common stock, shares | 3,600,000 | 3,600,000 | ||||||||||||||||
Common Stock | Asset Purchase Agreement | ||||||||||||||||||
Issuance of common stock, shares | 4,220,000 | |||||||||||||||||
Common Stock | Follow-on Public Offering | ||||||||||||||||||
Issuance of common stock, shares | 3,860,710 |
Consolidated Statements of St_3
Consolidated Statements of Stockholders' Equity (Parenthetical 1) | Aug. 18, 2020shares |
Warrant | |
Issuance of warrants | 25,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (63,126) | $ (58,789) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 552 | 183 |
Provision for sales returns | 92 | 134 |
Amortization of deferred financing cost and debt discounts | 2,245 | 1,218 |
Stock-based compensation | 22,716 | 34,681 |
Allowance for doubtful accounts | 35 | |
Other | 59 | |
Loss on extinguishment of debt | 2,037 | |
Loss from increase of contingent liabilities | 12,731 | |
Change in fair market value of warrant liability | 21,338 | |
Changes in assets and liabilities: | ||
Accounts receivable | (4,703) | 309 |
Inventory | 18,659 | (5,360) |
Prepaid and other current assets | 1,513 | (1,004) |
Accounts payable, accrued and other liabilities | (6,991) | 3,334 |
Cash (used in) provided by operating activities | 6,091 | (25,200) |
INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (89) | (114) |
Proceeds on sale of fixed assets | 6 | |
Cash used in investing activities | (39,054) | (1,284) |
FINANCING ACTIVITIES: | ||
Proceeds from initial public offering, net of issuance costs | 36,000 | |
Proceeds from issuance of common stock from follow-on public offering, net of issuance costs | 23,416 | |
Repayments on note payable to Aussie Health Co. | (207) | |
Proceeds from exercise of stock options | 44 | |
Tax paid in connection with RSAs | (150) | |
Borrowings from MidCap credit facility | 123,633 | 98,663 |
Repayments of debt | (16,100) | |
Insurance financing proceeds | 2,660 | 3,833 |
Insurance obligation payments | (3,066) | (2,783) |
Capital lease obligation payments | (32) | (55) |
Cash provided by financing activities | 32,319 | 36,566 |
EFFECT OF EXCHANGE RATE ON CASH | (48) | (1) |
NET CHANGE IN CASH AND RESTRICTED CASH FOR THE YEAR | (692) | 10,081 |
CASH AND RESTRICTED CASH AT BEGINNING OF YEAR | 30,789 | 20,708 |
CASH AND RESTRICTED CASH AT END OF YEAR | 30,097 | 30,789 |
RECONCILIATION OF CASH AND RESTRICTED CASH | ||
CASH | 26,718 | 30,353 |
RESTRICTED CASH—Prepaid and other current assets | 3,250 | 307 |
RESTRICTED CASH—Other non-current assets | 129 | 129 |
CASH AND RESTRICTED CASH AT END OF YEAR | 30,097 | 30,789 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,787 | 3,201 |
Cash paid for taxes | 46 | 21 |
Non-cash barter exchange of inventory for advertising credits | 3,352 | |
Non-cash consideration paid to contractors | 1,672 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Equity fundraising costs not paid | 160 | |
Debt issuance costs not paid | 142 | |
Original issue discount | 5,000 | |
Discount of debt relating to warrants issuance | 10,483 | |
Notes payable related to acquisitions | 18,073 | 195 |
Issuance of common stock in connection with acquisition | 29,075 | |
Fair value of contingent consideration | 9,800 | |
Initial Public Offering | ||
FINANCING ACTIVITIES: | ||
Issuance costs of stock | (5,446) | |
Horizon Term Loan | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Loss on extinguishment of debt | 1,065 | |
FINANCING ACTIVITIES: | ||
Debt issuance costs | (900) | |
Repayments of debt | (15,990) | |
High Trails Term Loan | ||
FINANCING ACTIVITIES: | ||
Debt issuance costs | (2,207) | |
Borrowings from term loan | 38,000 | |
MidCap Credit Facility | ||
FINANCING ACTIVITIES: | ||
Repayments of debt | (133,782) | (92,165) |
Debt issuance costs | (581) | |
Truweo Assets | ||
INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (13,965) | |
Aussie Health | ||
INVESTING ACTIVITIES: | ||
Purchase of fixed assets | $ (1,176) | |
Smash Assets | ||
INVESTING ACTIVITIES: | ||
Purchase of fixed assets | $ (25,000) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Mohawk Group Holdings, Inc., and its subsidiaries (“Mohawk” or the “Company”), is a rapidly growing technology-enabled consumer products company that uses machine learning, natural language processing, and data analytics to design, develop, market and sell products. Mohawk predominantly operates through online retail channels such as Amazon and Walmart. The Company owns and operates eleven brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, heating, cooling and air quality appliances (dehumidifiers, humidifiers and air conditioners), and health and beauty products. Headquartered in New York, Mohawk’s offices can be found in China, Philippines, Israel and Poland. Initial Public Offering— On June 14, 2019, the Company completed its initial public offering (“IPO”), selling 3,600,000 shares of common stock at a public offering price of $10.00 per share. Net proceeds to the Company from the offering were approximately $29.4 million, after deducting legal, underwriting and other offering expenses. Follow-on Equity Offering — On August 26, 2020, the Company completed an underwritten public offering (the “Follow-On Offering”) of 3,860,710 shares of common stock, which includes the exercise by the underwriters of their option to purchase additional shares of common stock solely to cover over-allotments, at a public offering price of $7.00 per share, less underwriting discounts and commissions. The Company received net proceeds of approximately $23.4 million after deducting underwriting discounts and commissions of approximately $2.2 million and other offering expenses payable by the Company of approximately $1.4 million. Truweo Acquisition — On August 26, 2020, the Company completed the acquisition of the assets of a leading e-commerce brand in the health and personal wellness category (the “Truweo Assets”) for total consideration of $16.4 million which was comprised of cash of $14.0 million and an unsecured promissory note for $2.4 million. The unsecured promissory note accrues interest at a rate of 8% per annum, with $0.6 million principal and accrued interest payments due on November 30, 2021, February 28, 2022 and May 31, 2022, and matures on August 22, 2022 (See Note 16 – Acquisitions). Smash Acquisition — On December 1, 2020, the Company acquired the assets of leading e-commerce business brands Mueller, Pursteam, Pohl and Schmitt, and Spiralizer (the “Smash Assets”) for total consideration of (i) $25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers brokers and (iii) a seller note in the amount of $15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. In addition, subject to achievement of certain contribution margin thresholds on certain products of the acquired business for the fiscal years ending December 31, 2021 and December 31, 2022, the sellers will be entitled to receive earn out payments (See Note 16 – Acquisitions). COVID-19 Pandemic — On January 30, 2020, the World Health Organization (the “WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified COVID-19 as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic, including the impact associated with preventative and precautionary measures that the Company, other businesses and governments are taking, continues to evolve as of the date of this report. As such, the future impact on the Company’s personnel, business and global operations, and on the Company’s suppliers, logistics providers, marketplaces and other business partners is uncertain and cannot be reasonably estimated at this time. Given the nature of the COVID-19 pandemic, it is possible that any and every aspect of the Company’s value chain could be disrupted, and such impact could have a material adverse impact on the Company’s business, financial condition, operating results and prospects. For example, the Company may be unable to launch new products, replenish inventory for existing products, ship into or receive inventory in its third-party warehouses, or ship or sell products to customers, in each case on a timely basis or at all. The Company may also be unable to forecast demand for its products during the pendency of this pandemic and the Company may experience a substantial decrease in the demand for its products, most of which are considered not essential. In addition, the majority of the Company’s personnel are currently working remotely, which creates challenges in the way the Company operates its business, including, but not limited to, the manner in which the Company tests products and its ability to meet its reporting obligations. The Company’s ability to execute its operations could be further impacted if any of the Company’s key personnel contracts COVID-19. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the continued widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect its liquidity. Due to the uncertainty as to the severity and duration of the pandemic, the impact on the Company’s future revenues, profitability, liquidity, financial condition, business and results of operations is uncertain at this time. The COVID-19 pandemic began to have an unfavorable impact on the Company, including its key manufacturing partners, in January 2020. Substantially all of the Company’s products are sourced and manufactured in China, including new products that the Company expects to launch during 2021. In addition, the Company relies on its team in Shenzhen for a number of functions relating to product sourcing and development, among other things. The Company’s key manufacturing partner in China re-opened its facilities as of February 10, 2020 and reached and maintained over 90% capacity since early March 2020. During the second quarter of 2020, the Company preserved its liquidity and capital resources through various actions, which included delaying and negotiating the delay of payments to certain vendors, and the effect of such actions did not have an adverse impact on the Company’s business, including its relationships with these vendors. The Company’s operations rely on third-parties to manufacture its products, to provide logistics and warehousing services and to facilitate sales of its products, and accordingly the Company relies on the business continuity plans of these third parties to operate during the pandemic and have limited ability to influence their plans. To date the Company has had few material overall negative impacts to its business and operations from the COVID-19 pandemic. The Company has seen 62.3% growth in its net revenue for the year-ended December 31, 2020 versus the prior year. The shift of consumer spending from traditional retail to online spending has increased dramatically due to the COVID-19 pandemic. This has benefited the Company as historically over 90% of its net revenue comes from the sale of products online in the U.S. and it believes this shift to increased online consumer spending will continue even after the COVID-19 pandemic ends. The Company’s investments in its infrastructure and software and the expansion of its third-party warehousing network have also allowed the Company to continue to deliver its products, even when Amazon itself limited its delivery services. The Company has had no material impacts to its vendor or other business relationships to date and in certain circumstances it has been able to negotiate improved credit and other terms. Further, to date, none of the Company’s key operations vendors has had any material negative impacts related to COVID-19 or changes that have negatively affected the Company’s business, borrowing capabilities or financial covenants. Though the COVID-19 pandemic is fluid, the Company believes at this time that its business may continue to minimize the impact from this current pandemic given the Company’s ability to work remotely, continued consumer demand for products on e-commerce channels and the business continuity plans of its key manufacturing partners and other vendors. The Company believes this combination of factors may help to mitigate risk from the COVID-19 pandemic. We continue to consider the impact of COVID-19 on the assumptions and estimates used when preparing these consolidated financial statements including inventory valuation, and the impairment of long-lived assets. These assumptions and estimates may change as the current situation evolves or new events occur and additional information is obtained. If the economic conditions caused by COVID-19 worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations, financial position, and liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates — Preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Restricted Cash —The Company has restricted cash with its primary banks for use as required minimum restricted capital for its Chinese subsidiary. As of December 31, 2019, the Company has classified the following as restricted cash: $0.3 million for collateral with its credit cards in “prepaid and other current assets” on the Consolidated Balance Sheets and $0.1 million related to its Chinese subsidiary, in “other non-current assets” on the Consolidated Balance Sheets. As of December 31, 2020, the Company no longer has collateral with its credit cards in prepaid and other current assets. As of December 31, 2020, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the Consolidated Balance Sheets and $3.3 million related to a returned deposit for inventory that the manufacturer required the Company to pay into an escrow account within “prepaid and other current assets” on the Consolidated Balance Sheet. Accounts Receivable —Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs on-going evaluations of its customers and maintains an allowance for bad and doubtful receivables. On December 31, 2019 and 2020, the Company had no allowance for doubtful accounts. Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash and restricted cash with various domestic and foreign financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of the aforementioned institutions. 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% of the Company’s total net revenue or gross accounts receivable balance at the balance sheet date. During the years-ended December 31, 2019 and 2020, the Company had no customer that accounted for 10% or more of total net revenue. In addition, as of December 31, 2019 and 2020, the Company has no customer that accounted for 10% or more of gross accounts receivable. As of December 31, 2019 and 2020, approximately 74% and 68%, respectively, of its accounts receivable is held by the Company’s sales platform vendor, Amazon, which collects money on the Company’s behalf from its customers. The Company’s business is reliant on one key vendor which currently provides the Company with its sales platform, logistics and fulfillment operations, including certain warehousing for the Company’s net goods, and invoicing and collection of its revenue from the Company’s end customers. In 2019, approximately 95% of the Company’s revenue was through or with the Amazon sales platform and in 2020, 88% of its net revenue was through or with the Amazon sales platform. Property and Equipment —Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets. Capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The estimated useful lives for significant property and equipment categories are as follows: Computer equipment and software 3 years Furniture, fixtures, and equipment 3-5 years Leasehold improvements and capital leases Shorter of remaining lease term or estimated useful life Income Taxes —The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carry-forwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets when it is determined that it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes. Revenue Recognition —The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”) . The Company adopted ASC Topic 606 as of January 1, 2017 using the full retrospective method. The standard did not affect the Company’s consolidated net loss, financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption. The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels. 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-party online channels. For wholesale sales, the Company considers the customer purchase order to be the contract. 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 $0.5 million and $0.5 million at December 31, 2019 and 2020, respectively, which is included in accrued liabilities and represents the expected value of the refund that will be due to our customers. 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 recorded as a reduction of revenue because it owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. It is the Company’s responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is recognized as revenue when the performance obligation is satisfied. Each of the Company’s contracts have a single distinct performance obligation, which is the promise to transfer individual goods. For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to product sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. The Company bills customers for charges for shipping and handling on certain sales and such charges are recorded as part of net revenue. Shipping and handling revenue for each of the years-ended December 31, 2019 and 2020 were de minimis. 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. All of the Company’s direct and wholesale revenue for the years-ended December 31, 2019 and 2020 are recognized at a point in time. Sales taxes —Consistent with prior periods, sales taxes collected from customers are presented on a net basis and as such are excluded from net revenue. Net Revenue by Category : The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers (in thousands): Year-Ended December 31, 2019 Direct Wholesale PaaS Total North America $ 111,168 $ 1,408 $ 1,685 $ 114,261 Other 190 — — 190 Total net revenue $ 111,358 $ 1,408 $ 1,685 $ 114,451 Year-Ended December 31, 2020 Direct Wholesale PaaS Total North America $ 164,162 $ 20,150 $ 1,336 $ 185,648 Other 56 — — $ 56 Total net revenue $ 164,218 $ 20,150 $ 1,336 $ 185,704 Net Revenue by Product Categories : The following table sets forth the Company’s net revenue disaggregated by product categories (in thousands): Year-Ended December 31, 2019 2020 Heating, cooling and air quality $ 58,025 $ 78,424 Kitchen appliances 26,917 29,711 Health and beauty 14,948 26,070 Personal protective equipment — 15,488 Cookware, kitchen tools and gadgets 6,898 14,868 Home office 172 7,669 Housewares 3,206 3,277 Other 2,600 8,861 Total net product revenue 112,766 184,368 PaaS 1,685 1,336 Total net revenue $ 114,451 $ 185,704 Fair Value of Financial Instruments — The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At December 31, 2020, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2019 and December 31, 2020 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. 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-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. Goodwill — Goodwill is the excess of the acquisition cost of an acquired business over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of its reporting unit with their carrying amounts. The Company performs its annual impairment testing on December 31 of the calendar year. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable. The fair value of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third-party market value indicators. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. Calculating the fair value of the reporting unit requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting unit prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material. Intangible assets — Intangible assets with finite lives are amortized over their estimated useful life on a straight-line basis. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization. The Company tests these assets for potential impairment whenever its management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset. Business Combinations —In accordance with FASB ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting and Contingent Consideration — The Company’s acquisitions include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include management’s assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurements. If actual results increase or decrease as compared to the assumption used in the Company’s analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in the Company’s operating results. Inventory and Cost of Goods Sold —The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The “Cost of goods sold” line item in the consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. 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— Sales and distribution expenses consist of online advertising costs, marketing and promotional costs, sales and platform commissions, fulfillment, including shipping and handling, warehouse costs and employee compensation and benefits. Costs associated with the Company’s advertising and sales promotion are expensed as incurred and are included in sales and distribution expenses. For the years-ended December 31, 201 9 and 20 20 , the Company recognized $ million and $ 6.3 million , respectively, for advertising costs, which consists primarily of online advertising expense. Shipping and handling expense is included in the Company’s consolidated statements of operations within sales and distribution expenses. This includes pick and pack costs and outbound transportation costs to ship goods to customers performed by e-commerce platforms or incurred directly by the Company’s own fulfillment operations. The Company’s expense for shipping and handling was $ million and $ million during fiscal years 201 9 and 20 20 , respectively. Research and Development —Research and development expenses include compensation and employee benefits for technology development employees, travel related costs, and fees paid to outside consultants related to development of the Company’s owned intellectual property. General and Administrative —General and administrative expenses include compensation and employee benefits for executive management, finance administration, legal, and human resources, facility costs, travel, professional service fees and other general overhead costs. Stock-Based Compensation— Stock-based compensation expense to employees is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. 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: • Fair Value of Common Stock . The Company must estimate the fair value of common stock, as discussed in the section “Common Stock Valuation” below. • Risk-Free Interest Rate . The Company based the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon bonds with an equivalent remaining term of the stock options for each stock option group. • Expected Term . The Company determines the expected term based on the average period the stock options are expected to remain outstanding generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. • Expected Volatility . The Company determines the price volatility factor based on the historical volatility of publicly-traded industry peers. To determine its peer group of companies, the Company considers public companies in the technology industry and selects those that are similar to the Company in size, stage of life cycle and financial leverage. The Company does not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity is relatively low. • Expected Dividend Yield . The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero. If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. The Company recognizes forfeitures as they occur, which results in a reduction in compensation expense at the time of forfeiture. Foreign Currency —The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities of foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenues and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income loss. Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other expense, net in the consolidated statements of operations. The Company recorded net loss from foreign currency transactions of less than $0.1 million for each of the years-ended December 31, 2019 and 2020. Net Loss Per Share —The Company computes basic earnings per share using the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per share attributable to stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Segment Information —The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting.” The Company has one reportable segment. Recent Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 (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. The Company has elected to use this extended transition period until it is no longer an emerging growth company or until it affirmatively and irrevocably opts out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Adopted Accounting Standards In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). In December 2019, the FASB issued ASU 2019-12, Income Taxes While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”) implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements . In August 2020, The FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”) While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Inventory on-hand $ 29,370 $ 22,753 Inventory in-transit 6,842 8,829 Inventory $ 36,212 $ 31,582 The Company’s Inventory on-hand is held either with Amazon or the Company’s other third-party warehouses. The Company does not have any contractual right of returns with its contract manufacturers. The Company’s Inventory on-hand held by Amazon was approximately $4.7 million and $5.3 million |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable Net Current [Abstract] | |
Accounts Receivable | 4. Accounts receivable consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Trade accounts receivable $ 1,094 $ 5,747 Allowance for doubtful accounts (35 ) — Accounts receivable—net $ 1,059 $ 5,747 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and equipment consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Computer equipment and software $ 524 $ 613 Furniture, fixtures and equipment 94 91 Leasehold improvements 52 56 Subtotal 670 760 Less: accumulated depreciation and amortization (495 ) (591 ) Property and equipment—net $ 175 $ 169 Depreciation expense for property and equipment totaled $0.2 million and $0.3 million during the years-ended December 31, 2019 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. The Company’s financial instruments consist of Level 1 assets at December 31, 2019 and 2020. The Company’s cash and restricted cash was $30.8 million and $30.1 million at December 31, 2019 and 2020, respectively, The Company’s credit facility and term loans are carried at amortized cost at December 31, 2019 and December 31, 2020 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 3 inputs. The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. 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 our financial assets that are measured at fair value for the year ended December 31, 2020 (in thousands): December 31, 2020 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 26,718 $ — $ — Restricted Cash 3,379 — — Liabilities: Estimated fair value of contingent earn-out considerations (see Note 16) — — 22,531 Fair market value of warrant liability — — 31,821 A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the year-ended December 31, 2020 is as follows (in thousands): Balance at December 31, 2019 $ — Fair value at issuance of warrant liability 10,483 Change in fair value of warrant liability 21,338 Balance at December 31, 2020 $ 31,821 Balance at December 31, 2019 $ — Fair value at issuance of contingent earn-out liability 9,800 Change in fair value of contingent earn-out liability 12,731 Balance at December 31, 2020 $ 22,531 The fair value of the outstanding warrants were measured using the Monte Carlo Simulation model. Due to the complexity of the warrants issued, the Company uses an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term result in a directionally similar impact to the periodic fair value measurement of the outstanding warrant liability, and are recorded within the Change in fair market value of warranty line item on the statement of operations. 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 observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. The Company remeasures the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within the change in fair value of contingent earn-out liabilities line item on the statement of operations. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid And Other Current Assets | 7. Prepaid and other current assets consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Prepaid inventory $ 2,195 $ 4,361 Restricted cash 307 3,250 Prepaid insurance 1,967 1,504 Other 926 1,996 Prepaid and other current assets $ 5,395 $ 11,111 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued and Other Current Liabilities | 8. Accrued expenses and other current liabilities consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Accrued compensation costs $ 300 $ 293 Accrued professional fees and consultants 400 483 Accrued logistics costs 2,326 1,068 Product related accruals 1,518 3,221 Sales tax payable 507 457 Sales return reserve 456 547 Accrued recall liability 90 22 Insurance financing 1,031 476 All other accruals 877 1,773 Accrued and other current liabilities $ 7,505 $ 8,340 The Company sponsors, through its professional employer organization provider, a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. Currently, the Company does not match or make any contributions to the 401(k) plan. |
Credit Facility and Term Loans
Credit Facility and Term Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facility and Term Loans | 9. Credit facility and term loans consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 MidCap Credit Facility $ 22,953 $ 12,905 Less: deferred debt issuance costs (1,268 ) (702 ) Less: discount associated with issuance of warrants (28 ) (13 ) Total MidCap Credit Facility $ 21,657 $ 12,190 Horizon Term Loan $ 15,000 $ - Less: deferred debt issuance costs (836 ) — Less discount associated with issuance of warrants (697 ) — Total Horizon Term Loan 13,467 — Less-current portion (3,000 ) — Term loan-non current portion $ 10,467 $ — High Trail Term Loan $ — $ 43,000 Less: deferred debt issuance costs — (2,207 ) Less: discount associated with issuance of warrants — (9,839 ) Less: discount associated with original issuance of loan — (4,692 ) High Trail warrant — 31,821 Total High Trail Term Loan — 58,083 Less-current portion — (21,600 ) Term loan-non current portion $ — $ 36,483 MidCap Credit Facility and Term Loan On November 23, 2018, the Company entered into the three-year a rate of the London Interbank Offered Rate (“LIBOR”) On December 1, 2020, the Company, certain of the Company’s subsidiaries and MidCap entered into an amendment to the Credit Facility, (i) providing for a $30.0 million revolving credit facility, which can be increased, subject to certain conditions, to $50.0 million, The Credit Facility contains a minimum liquidity financial covenant that requires the Company to maintain a minimum of $6.5 million in cash on hand or availability in the Credit Facility. As of December 31, 2020, the Company has approximately $0.7 million in debt issuance costs which has been offset against the debt and will be expensed over the remaining term of the Credit Facility. The Company was in compliance with the financial covenants contained within the Credit Facility as of December 31, 2020. As of December 31, 2019, there was $23.0 million outstanding on the Credit Facility and an available balance of approximately $0.0 million. As of December 31, 2020, there was $12.9 million outstanding on the Credit Facility and an available balance of approximately $1.4 million. The Company recorded interest expense from the Credit Facility of approximately $2.5 million and $1.9 million for the year-ended December 31, 2019 and 2020, respectively, which included $0.7 million and $0.7 million relating to debt issuance costs, respectively. Horizon Term Loan On December 31, 2018, the Company entered into a term loan agreement (the “Horizon Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”). As part of the Horizon Loan Agreement, the Company obtained a four-year (“ Horizon Term Loan”). The Horizon Term Loan bears interest at 9.90 % plus the amount by which one-month LIBOR exceeds 2.50% for outstanding borrowings, and payments on principal were made on a monthly basis . The maturity date of the Horizon Term Loan was January 2023 . The Horizon Term Loan contained a minimum liquidity covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash, subject to increases based on amounts drawn In connection with the Horizon Loan Agreement, the Company issued warrants to purchase 76,923 shares of its common stock at an exercise price of $15.60 per share. The warrants are exercisable and expire ten years from the date of issuance. The Company utilized the Binomial option-pricing model to determine the fair value of the warrants. The fair value of the warrants on issuance was $0.9 million, which has been recorded as a debt discount against the Horizon Term Loan. On December 1, 2020, the Company paid off all remaining obligations under the Horizon Term Loan for $15.0 million and terminated the Term Loan. During the year ended December 31, 2020, total repayments were $16.1 million including the payoff of $14.1 million, which included a prepayment fee in an amount equal to of the outstanding principal balance of the Term Loan at the date of payment, and other fees of approximately As of December 31, 2019 and December 30, 2020 there was $15.0 million and $0, respectively, outstanding on the Horizon Term Loan and the Company was in compliance with the financial covenants. The Company recorded interest expense from the Horizon Term Loan of $2.0 million and $ 1.4 $ 0.6 High Trail Loan On December 1, 2020, the Company refinanced the Horizon Term Loan through the issuance of a 0% coupon senior secured note to High Trail (the “Note”). The Company received gross proceeds of $38.0 million in exchange for the Note with an aggregate principal amount of $43.0 million. The High Trail Term Loan will be repaid over 24 equal monthly cash payments of $1.8 million. Principal payments under the High Trail Term Loan as of December 31, 2020 are as follows (in thousands): Year-Ending December 31 2021 21,600 2022 21,400 2023 — 2024 — Thereafter — Total term loan payments $ 43,000 In connection with the issuance of the Note, the Company issued to the institutional lender a warrant to purchase an aggregate of 2,864,133 shares of its common stock at an exercise price of $9.01 per share. The Warrant initially provided that it would be exercisable on June 1, 2021, expire five years from the date of issuance and be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrant, in which case the Warrant would also be exercisable on a cashless exercise . 200 10.5 During the year-ended December 31, 2020, the fair value amount of this warrant liability was approximately $31.8 million which includes a change of fair value impact of approximately $21.3 million. The Warrant is classified as a liability on the consolidated balance sheet as the Warrant contains certain change of control provisions that would benefit the holder as it relates to the calculation of the value of the warrant under certain circumstances. The Company incurred approximately $2.3 million in debt issuance costs which has been offset against the debt and will expense over the term of the High Trail Loan. The High Trail term loan contains a minimum liquidity financial covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash on hand. Additionally, as of the last day of each applicable fiscal quarter, the Company is required to maintain Adjusted EBITDA amounts for the 12 month period ending on such day, as defined in the agreement. The Company was in compliance with the High Trail Term Loan financial covenants as of December 31, 2020. The Company recorded interest expense from the High Trail Term Loan of $ 1.1 0.2 Interest Expense, Net Interest expense, net consisted of the following for the years-ended December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Interest expense $ 4,532 $ 5,038 Interest income (146 ) (59 ) Total interest expense, net $ 4,386 $ 4,979 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity Abstract | |
Stockholders' Equity | 10. Common Shares —The Company has one class of common shares issued and available. Each share of common stock has the right to one vote per share. On June 14, 2019, the Company completed its IPO, selling 3,600,000 shares of common stock at a public offering price of $10.00 per share. Net proceeds to the Company from the offering were approximately $29.4 million, after deducting legal, underwriting and other offering expenses. On August 26, 2020 the Company completed the Follow-On Offering of 3,860,710 shares of common stock, which at a public offering price of $7.00 per share, less underwriting discounts and commissions. The Company received net proceeds of approximately $23.4 million after deducting underwriting discounts and commissions of approximately $2.2 million and other offering expenses payable by the Company of approximately $1.4 million. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. The Company has three equity plans: 2014 Amended and Restated Equity Incentive Plan The board of directors of Mohawk Group, Inc. Company (“MGI”), As of December 31, 2020, 56,458 shares were reserved for awards available for future issuance under the Mohawk 2014 Plan. 2018 Equity Incentive Plan The Company’s board of directors adopted the Mohawk Group Holdings, Inc. 2018 Equity Incentive Plan (the “Mohawk 2018 Plan”) on October 11, 2018. The Mohawk 2018 Plan was approved by its stockholders on May 24, 2019. As of December 31, 2020, 93,615 shares were reserved for awards available for future issuance under the Mohawk 2018 Plan Options granted to date under the Mohawk 2014 Plan and the Mohawk 2018 Plan generally vest either: (i) over a four-year three-year 33 1/3 66 2/3 2019 Equity Plan The Company’s board of directors adopted the Mohawk Group Holdings, Inc. 2019 Equity Plan (the “2019 Equity Plan”) on March 20, 2019. The 2019 Equity Plan was approved by its stockholders on May 24, 2019. As of December 31, 2020, no shares were reserved for future issuance. Shares of restricted common stock granted under the 2019 Equity Plan initially vested in substantially equal installments on the 6th, 12th, 18th and 24th monthly anniversary of the closing of the IPO. The Company and the 2019 Equity Plan participants subsequently agreed to extend (i) the vesting date for the first installment of shares of restricted common stock under the 2019 Equity Plan to March 13, 2020, (ii) the vesting date for the second installment of shares of restricted common stock to December 15, 2020, (iii) the vesting date for the third installment of shares of restricted common stock to either January 18, 2021 or March 10, 2021, and (iv) the vesting date for the fourth installment of shares of restricted common stock to July 1, 2021. Awards granted under the 2019 Equity Plan and not previously forfeited upon termination of service carry dividend and voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Under ASC Topic 718, the Company treats each award in substance as multiple awards as a result of the graded vesting and the fact that there is more than one requisite service period. Upon the prerequisite service period becoming probable, the day of the IPO, the Company recorded a cumulative catch up expense and the remaining expense will be recorded under graded vesting. In the event the service of a participant in the 2019 Equity Plan (each, a “Participant”) is terminated due to an “involuntary termination”, then all of such Participant’s unvested shares of restricted common stock shall vest on the date of such involuntary termination unless, within three business days of such termination (1) the Company’s board of directors unanimously determines that such vesting shall not occur and (2) the remaining Participants holding restricted share awards covering at least 70% of the shares of restricted common stock issued and outstanding under the 2019 Equity Plan determine that such vesting shall not occur. In the event of a forfeiture, voluntary or involuntary, of shares of restricted common stock granted under the 2019 Equity Plan, such shares are automatically reallocated to the remaining Participants in proportion to the number of shares of restricted common stock covered by outstanding awards that each such Participant holds. The following is a summary of stock options activity during the year-ended December 31, 2020: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2020 1,862,569 $ 9.09 8.64 $ 99 Options granted — — — — Options exercised (10,697 ) 4.16 — — Options cancelled (281,144 ) 9.29 — — Balance—December 31, 2020 1,570,728 9.09 7.71 12,756 Exercisable as of December 31, 2020 1,172,758 8.97 7.64 9,664 Vested and expected to vest as of December 31, 2020 1,570,728 $ 9.09 7.71 $ 12,756 As of December 31, 2020, the total unrecognized compensation expense related to unvested options was $5.0 million, which the Company expects to recognize over an estimated weighted-average period of 0.78 years. The following are weighted-average assumptions used in the Black-Scholes option-pricing model to determine grant fair value: December 31, 2019 December 31, 2020 Weighted-Average Expected term (in years) 5.77 — Volatility 66.72 % — Risk-free interest rate 1.76 % — Dividend Yield 0.000 — During the year-ended December 31, 2020, no options were granted. A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2020, is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2020 2,601,972 $ 18.21 Granted 1,605,209 7.17 Vested (400,798 ) 13.58 Forfeited (546,994 ) 18.41 Nonvested at December 31, 2020 3,259,389 $ 13.51 On March 12, 2020, 371,329 shares of restricted common stock were forfeited and treated as a cancellation with remaining unrecognized expense for the unvested awards recognized on the date of cancellation. The Company did not reverse previously recognized compensation expenses as a result of these cancellations. The weighted-average grant date fair value of shares of restricted common stock granted during the year-ended December 31, 2019 was $18.52. As of December 31, 2019, the total unrecognized compensation expense related to unvested shares of restricted common stock was $19.4 million, which the Company expects to recognize over an estimated weighted-average period of 1.24 years. As of December 31, 2020, the total unrecognized compensation expense related to unvested shares of restricted common stock 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, 2019 and 2020 (in thousands) . Years-End December 31, 2019 2020 Sales and distribution expenses $ 7,358 $ 2,533 Research and development expenses 5,711 3,965 General and administrative expenses 21,612 16,218 Total stock-based compensation expense $ 34,681 $ 22,716 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 12. Inventory Purchases —As of December 31, 2019 and 2020, the Company had $19.4 million and $55.0 million, respectively, of inventory purchase orders placed with vendors waiting to be fulfilled. Legal Proceedings — The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Sales or Other Similar Taxes —Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the United States. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of each of December 31, 2019 and December 31, 2020, the Company estimates that the potential liability, including current sales tax payable is approximately $0.5 million which has been recorded as an accrued liability. The Company believes this is the best estimate of an amount due to taxing agencies, given that such a potential loss is an unasserted liability that would be contested and subject to negotiation between the Company and the state, or decided by a court. U.S. Department of Energy —In September 2019, the Company received a Test Notice from the U.S. Department of Energy (“DOE”) indicating that a certain dehumidifier model may not comply with applicable energy-conservation standards. The DOE requested that the Company provide it with several model units for DOE testing. If the Company is determined to have violated certain energy-conservation standard, it could be fined pursuant to DOE guidelines, and this civil penalty may be material to the Company’s consolidated financial statements. The Company intends to vigorously defend itself. The Company has submitted to the DOE testing process, made a good-faith effort to provide necessary notice as practicable, and included in a formal response to the DOE copies of the energy-efficiency report and certification that were issued for the dehumidifier model at the time of production. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the Test Notice received from the DOE. As of the date of the issuance of these financial statements, the Company cannot reasonably estimate what, if any, penalties may be levied. U.S. Environmental Protection Agency — In September 2019, the Company received notice from the U.S. Environmental Protection Agency (“EPA”) that certain of its dehumidifier products were identified by the Association of Home Appliance Manufacturers (“AHAM”) as failing to comply with EPA ENERGY STAR requirements. For an appliance to be ENERGY STAR certified, it must meet standards promulgated by the EPA and enforced through EPA-accredited certification bodies and laboratories. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the AHAM testing determination pursuant to EPA guidelines. While a resolution remains pending, the Company is not selling or marketing the products identified by the EPA. The Company cannot be certain that these products will eventually be certified by the EPA, and the Company may incur costs that cannot presently be calculated in the event that the Company needs to make changes to the manner in which these products are manufactured and sold. In April 2020, the Company received notice from the EPA with respect to regulatory compliance and the advertising associated with certain of its dehumidifier products. The Company believes that its products are compliant, and the Company is currently in discussions with the EPA to resolve the matter. The EPA had placed a hold on the sale of certain of the Company's dehumidifier inventory while it reviews the matter with the Company. As of October 2020, the Company is able to resume selling the products identified by the EPA, and discussions are continuing with the EPA. The Company cannot be certain of the outcome with the EPA, and the Company may incur costs and penalties that cannot presently be calculated in the event that the Company is unable to resolve this matter with the EPA. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Loss before provision for income taxes consisted of the following for the periods indicated (in thousands): December 31, 2019 December 31, 2020 Domestic $ (58,718 ) $ (62,985 ) International (42 ) (93 ) Total $ (58,760 ) $ (63,078 ) The components of the Company’s income tax provision were as follows for the periods indicated (in thousands): December 31, 2019 December 31, 2020 Current: Federal $ — $ — State 21 28 Foreign 8 — Total current 29 28 Deferred: — — Federal — — State — 20 Foreign — — Total deferred — 20 Income tax provision $ 29 $ 48 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, 2019 December 31, 2020 Income tax benefit at statutory rates $ (12,339 ) $ (13,246 ) Permanent differences 325 6,434 Foreign rate differential (4 ) (4 ) State income taxes, net of federal tax benefit (2,034 ) (2,056 ) Other 45 313 Valuation allowance 14,036 8,607 Total income tax expense $ 29 $ 48 The Company’s effective tax rate was 0.05% and 0.08% for the year ended December 31, 2019 and December 31, 2020, respectively. The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): December 31, 2019 December 31, 2020 Deferred tax assets: Sales returns reserve $ 112 $ 133 Allowance for doubtful accounts 9 — Fixed assets 13 — Net operating loss carryforwards 20,286 21,070 Stock options 8,409 12,336 Deferred revenue 6 14 Interest expense limitation 1,109 2,392 Intangibles — 58 Other — 1,917 Less: valuation allowances (29,944 ) (37,823 ) Net deferred tax assets — 97 Deferred tax liabilities: Fixed assets (14 ) Goodwill (12 ) (103 ) Other (729 ) Less: valuation allowances 741 — Net deferred tax liabilities — (117 ) Net deferred tax assets (liabilities) $ — $ (20 ) 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 currently deductible or realizable. On December 31, 2019, the Company had approximately $82.9 million of gross federal net operating losses (“NOLs”) The Company’s ability to utilize its NOL carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company has had a change in ownership of more than 50% of its capital stock over a three-year period pursuant to Section 382 of the Code. These complex changes of ownership rules generally focus on ownership changes involving shareholders owning directly or indirectly 5% or more of a company’s stock, including certain public “groups” of shareholders as set forth by Section 382 of the Code, including those arising from new stock issuances and other equity transactions . In response to COVID-19, various governments worldwide have enacted, or are in the process of enacting, measures to provide relief to businesses negatively affected by the pandemic. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law in the United States. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain payroll and income tax provisions. In connection with CARES Act and other financial relief measures worldwide, the Company has recognized $0.3 million of payroll related credits in other current liabilities for the year-ended ended December 31, 2020. The payroll related credits are recorded in other current liabilities within the consolidated balance sheet. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not its federal, state and foreign deferred tax assets will not be realized as of December 31, 2020. The Company’s major taxing jurisdictions are New Jersey, New York, Florida, Texas, Pennsylvania, Tennessee, Virginia and California. The Company files a US 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 be audited in subsequent years when utilized. The Company is not currently under examination for income taxes in any jurisdiction. The Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing jurisdiction where the Company conducts business. While the Company believes that the tax returns filed, and tax positions taken are supportable and accurate, some tax authorities may not agree with the positions taken. This can give rise to tax uncertainties which, upon audit, may not be resolved in the Company’s favor. As of December 31, 2019 and 2020, the Company has not recorded any tax contingency accruals for uncertain tax positions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Restated Voting Agreement On November 1, 2018, Dr. Larisa Storozhenko, Maximus Yaney and Asher Maximus I, LLC (the “Initial Designating Parties”) entered into a voting agreement with Mr. Asher Delug, one of the stockholders of the Company and a member of the Company’s board of directors, pursuant to which Mr. Delug will have the power to vote such number of shares of common stock as is equal to: (a) all of the shares of the Company’s common stock beneficially held by the Initial Designating Parties minus (b) such number of shares of common stock representing 19.9% of the total voting power of the Company’s capital stock outstanding with respect to the election of directors, the appointment of officers and any amendments of the Company’s amended and restated certificate of incorporation or amended and restated bylaws (the “Voting Agreement”). The Voting Agreement was amended and restated pursuant to a new Voting Agreement, dated March 13, 2019, by and among MV II, LLC, Dr. Larisa Storozhenko, Mr. Maximus Yaney, Mr. Delug and the Company (the “Restated Voting Agreement”). Under the Restated Voting Agreement, each of MV II, LLC, Dr. Larisa Storozhenko and Mr. Yaney (collectively, the “Designating Parties”) agreed to relinquish the right to vote their shares of the Company’s capital stock, and any of the Company’s other equity interests (collectively, the “Voting Interests”) by granting the Company’s board of directors the sole right to vote all of the Voting Interests as the Designating Parties’ proxyholder. The Voting Interests include all shares of the Company’s common stock currently held by the Designating Parties, as well as any of the Company’s securities or other equity interests acquired by the Designating Parties in the future. Pursuant to the proxy granted by the Designating Parties, the Company’s board of directors is required to vote all of the Voting Interests in direct proportion to the voting of the shares and equity interests voted by all holders other than the Designating Parties. The proxy granted by the Designating Parties under the Restated Voting Agreement is irrevocable. In addition, the Restated Voting Agreement proxyholder may not be changed unless the Company receives the prior approval of The Nasdaq Stock Market LLC. Under the Restated Voting Agreement, each of the Designating Parties further agreed not to purchase or otherwise acquire any shares of the Company’s capital stock or other equity securities, or any interest in any of the foregoing. The Restated Voting Agreement became effective on June 12, 2019 and will continue until the earlier to occur of (a) a Deemed Liquidation Event unless, immediately upon such Deemed Liquidation Event, the Company’s common stock is and remains listed on The Nasdaq Stock Market LLC, or (b) Mr. Yaney’s death. For purposes of the agreement, a “Deemed Liquidation Event” means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party other than a transaction or series of transactions in which the holders of the Company’s voting securities outstanding immediately prior to such transaction or series of transactions retain, immediately after such transaction or series of transactions, as a result of the Company’s shares held by such holders prior to such transaction or series of transactions, a majority of the total voting power represented by the Company’s outstanding voting securities or such other surviving or resulting entity; (ii) a sale, lease or other disposition of all or substantially all of the Company’s or its subsidiaries’ assets taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; or (iii) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; however, a Deemed Liquidation Event shall not include any transaction effected primarily to raise capital for the Company or a spin-off or similar divestiture of the Company’s product or PaaS business as part of reorganization of the Company approved by the Company’s board of directors. Voting Agreement with Asher Delug On April 12, 2019, the Company entered into a Voting Agreement with Asher Delug (the “Delug Voting Agreement”). The terms of the Delug Voting Agreement are substantially similar to the terms of the Restated Voting Agreement. Under the Delug Voting Agreement, Mr. Delug agreed to relinquish his right to vote his shares of the Company’s capital stock, and any of the Company’s other equity interests (collectively, the “Delug Voting Interests”) by granting the Company’s board of directors the sole right to vote all of the Delug Voting Interests as Mr. Delug’s proxyholder. The Delug Voting Interests include all shares of the Company’s common stock currently held by Mr. Delug, as well as any of the Company’s securities or other equity interests acquired by Mr. Delug in the future. Pursuant to the proxy granted by Mr. Delug, the Company’s board of directors is required to vote all of the Delug Voting Interests in direct proportion to the voting of the shares and equity interests voted by all holders other than Mr. Delug. The proxy granted by Mr. Delug under the Delug Voting Agreement is irrevocable. In addition, the Delug Voting Agreement proxyholder may not be changed unless the Company receives the prior approval of The Nasdaq Stock Market LLC. Under the Delug Voting Agreement, Mr. Delug further agreed not to purchase or otherwise acquire any shares of the Company’s capital stock or other equity securities, or any interest in any of the foregoing. The Delug Voting Agreement became effective on June 12, 2019 and will continue until the earlier to occur of (a) a Deemed Liquidation Event unless, immediately upon such Deemed Liquidation Event, the Company’s common stock is and remains listed on The Nasdaq Stock Market LLC, or (b) Mr. Delug’s death. For purposes of the agreement, a “Deemed Liquidation Event” has the same meaning as in the Restated Voting Agreement. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. 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-class method to consider the impact of the shares of restricted common stock on the calculation of basic and diluted earnings per share. The Company is currently in a net loss position and is therefore not required to present the two-class method; however, in the event the Company is in a net income position, the two-class method must be applied by allocating all earnings during the period to shares of common stock and shares of restricted common stock. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Year-Ended December 31, 2019 2020 Net loss $ (58,789 ) $ (63,126 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 13,516,844 17,167,999 Net loss per share, basic and diluted $ (4.35 ) $ (3.68 ) All other outstanding potentially dilutive securities, including shares of restricted common stock, common stock options (See Note 11) - and common stock warrants (See Note 2) were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | 16. 2019 Acquisition On September 10, 2019, the Company completed the acquisition of the assets of a personal wellness company (the “Aussie Health Assets”), whose products sell primarily on the Amazon US marketplace, for total consideration of $1.3 million, which was comprised of cash of $1.1 million and a promissory note for $0.2 million that accrued interest at a rate of 8% per annum and matured on June 10, 2020. The Company also paid $0.1 million in the form of a working capital payment related to the inventory purchased within sixty days of closing. The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date (in thousands): Total Inventory $ 297 Goodwill 745 Intangible assets 333 Net assets acquired $ 1,375 The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount allocated Useful life (in years) Goodwill $ 745 n.a. Trademarks 310 5 Transition services agreement 11 < 1 Non-competition agreement 12 3 Total $ 1,078 2020 Acquisitions Truweo Assets On August 26, 2020, the Company completed the acquisition of the Truweo Assets, whose products sell primarily on the Amazon US marketplace, for total consideration of $16.4 million, which was comprised of cash of $14.0 million and a promissory note for $2.4 million. The promissory note accrues interest at a rate of 8% per annum, with $0.6 million principal and accrued interest payments due on November 30, 2021, February 28, 2022, and May 31, 2022 and matures on August 22, 2022. The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands): Total Inventory $ 595 Intangible assets 4,011 Goodwill 11,834 Net assets acquired $ 16,440 The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount Allocated Useful life (in years) Goodwill $ 11,834 n.a. Trademarks 3,900 10 Non-competition agreement 100 <1 Transition services agreement 11 3 Net intangible assets 15,845 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Truweo products into the Company’s existing sales channels. Smash Assets On December 1, 2020, the Company completed the acquisition of the Smash Assets of (i) $25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers’ brokers, and (iii) a seller note in the amount of $15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. In addition, subject to achievement of certain contribution margin thresholds on certain products of the acquired business for the fiscal years ending December 31, 2021 and December 31, 2022, the sellers will be entitled to receive earn out payments. The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands): Total (in thousands) Goodwill $ 34,739 Trademarks 27,600 Inventory 16,419 Production deposits 3,382 AP and other liabilities (3,088 ) 79,052 The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount Allocated Useful life (in years) Goodwill $ 34,739 n.a. Trademarks 27,600 10 Net Intangible Assets 62,339 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Smash products into the Company’s existing sales channels. Unaudited Pro Forma Information The following unaudited pro forma information illustrates the impact of the Aussie Health Assets, the The acquisition of the Aussie Health Assets, the Truweo Assets, and the Smash Assets are reflected in the following pro forma information as if the acquisition had occurred on January 1, 2019 (in thousands): December 31, December 31, 2019 2020 Net revenue as reported $ 114,451 $ 185,704 Smash net revenue 42,994 83,132 Truweo net revenue 7,942 11,155 Other net revenue 1,759 — Net revenue pro forma $ 167,146 $ 279,991 Operating loss as reported $ (54,333 ) $ (34,751 ) Smash operating income 4,163 15,221 Truweo operating income 3,616 5,484 Other operating income 310 — Operating income (loss) pro forma $ (46,244 ) $ (14,046 ) Contingent earn-out liability considerations The Company reviews and re-assesses 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. As part of the acquisition of the Smash Assets, the sellers are entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. Earn-out payments will be due to the sellers for year one, or calendar year 2021, and year two, or calendar year 2022. During the year-ending December 31, 2021 (year one of the earn-out), the earn-out payment will be calculated based on the contribution margin generated on certain products for an amount equal to $1.67 for every $1.00 of such contribution margin that is greater than $15.5 million and less than or equal to $18.5 million. Such earn-out payment cannot exceed $5.0 million. As of December 1, 2020, the acquisition date, the initial fair value amount of the earn-out payment was appropriately $9.8 million. As of December 31, 2020, the fair value amount of this earn-out payment was approximately $22.5 million, representing a change of fair value impact of approximately $12.7 million. In addition, during the year-ending December 31, 2022 (year two of the earnout), for each $0.5 million of contribution margin generated on certain products in excess of $15.5 million, subject to a cap of $27.5 million, the sellers shall be entitled to receive an amount in cash equal to the value of 0.1 million shares of the Company’s common stock multiplied by the average of the volume-weighted-average closing price per share of the Company’s common stock, for the 30 consecutive trading days ending on December 31, 2022. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands): December 31, 2020 Beginning Balance $ — Acquisition date fair value of contingent earn-out liabilities 9,800 Change in fair value of contingent earn-out liabilities 12,731 Re-measurement of contingent earn-out liabilities — Earn-out payments — Ending Balance $ 22,531 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 17. The following tables summarize the changes in the Company’s goodwill and intangible assets by during the years-ended December 31, 2019 and 2020 (in thousands): December 31, 2018 Years-Ended December 31, 2019 December 31, 2019 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ — $ 745 $ — $ 745 $ — $ — $ 745 Trademarks — 310 — 310 — (12 ) 298 Non-competition agreement — 11 — 11 — (2 ) 9 Transition services agreement — 12 — 12 — (9 ) 3 Total $ — $ 1,078 $ — $ 1,078 $ — $ (23 ) $ 1,055 December 31, 2019 Years-Ended December 31, 2020 December 31, 2020 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 745 $ 46,573 $ — $ 47,318 $ — $ — $ 47,318 Trademarks 310 31,500 — 31,810 — (442 ) 31,368 Non-competition agreement 11 100 — 111 — (19 ) 92 Transition services agreement 12 11 — 23 — (23 ) — Total $ 1,078 $ 78,184 $ — $ 79,262 $ — $ (484 ) $ 78,778 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. February Term Loan On February 2, 2021, the Company entered into a Securities Purchase Agreement (the “February Securities Purchase Agreement”) with High Trail Investments ON LLC ( “High Trail ON”), pursuant to which, among other things, the Company agreed to issue and sell to High Trail ON, in a private placement transaction (the “February Private Placement”), in exchange for the payment by High Trail ON of $14.0 million less applicable expenses as set forth in the February Securities Purchase Agreement, (i) a 0% coupon senior secured promissory note in an aggregate principal amount of $16.5 million (the “February Note”) that will mature on February 1, 2023, and (ii) a warrant to purchase up to an aggregate of 469,931 shares of common stock of the Company (the “February Warrant”). The Company used all of the net proceeds from the February Private Placement to fund the Healing Solutions asset purchase described below. In connection with the February Private Placement, on February 2, 2021, the Company entered into (i) an amendment (the “SPA & Note Amendment”) to that certain Securities Purchase Agreement (the “December Securities Purchase Agreement”), dated as of November 30, 2020, by and among the Company and High Trail and the Note and (ii) an amendment (the “December Amendment”) to the Warrant. The SPA & Note Amendment amends the December Securities Purchase Agreement and the Note to, among other things, allow for the issuance of the February Note and to clarify how the issuance of the February Note and certain of High Trail ON’s rights thereunder affects the Note and High Trail’s rights under the Note. The December Amendment amends the Warrant to amend the provision that gives the Company the right to require High Trail to exercise the Warrant if the price of the Company’s common stock exceeds 200% of the exercise price of the Warrant for 20 consecutive trading days and certain other conditions are satisfied to increase the price per share that the Company’s common stock must exceed for 20 consecutive trading days from $18.02 to $30.00 per share. Healing Solutions Acquisition On February 2, 2021, the Company acquired the assets of e-commerce company, Healing Solutions, LLC, a leading online seller of essential oils (the “Healing Solutions Assets”). As consideration for the Healing Solutions Assets, the Company paid approximately $15.3 million in cash and issued approximately 1.4 million shares of the Company’s common stock. High Trail Letter Agreement On February 8, 2021, the Company entered into a letter agreement with High Trail (the “Letter Agreement”), pursuant to which, among other things, (i) the Company and High Trail agreed to amend the terms of the Warrant, to provide that the Warrant was immediately exercisable on a cash basis, (ii) High Trail agreed to exercise 980,000 shares of the Company’s common stock subject to the Warrant (the “Warrant Shares”) for an aggregate payment to the Company of $8.8 million (iii) High Trail and the Company agreed to cancel the unexercised portion of the Warrant in exchange for an aggregate payment by High Trail to the Company of $17.0 million and the issuance by the Company to High Trail of a warrant to purchase 1,884,133 shares of the Company’s common stock (the “Penny Warrant”), (iv) the Company agreed to seek stockholder approval (collectively, the “Stockholder Approvals”) at a stockholder meeting to be held no later than May 31, 2021 (the “Stockholder Meeting”) to issue shares of the Company’s common stock in excess of the limitations imposed by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) (collectively, the “Nasdaq Rules”) pursuant to the Additional Warrant (as defined below), the Note, the February Note, the February Warrant and that certain Asset Purchase Agreement, dated February 2, 2021, by and among the Company and Truweo, LLC, as Purchaser, Healing Solutions, LLC, Jason R. Hope, and for the purposes of Section 5.11 and Article VII, Super Transcontinental Holdings LLC, (v) the Company agreed to issue to High Trail a warrant to purchase 750,000 shares of the Company’s common stock (the “Additional Warrant”), (vi) the Company agreed to prepare and file by March 26, 2021 a registration statement (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering for resale the Warrant Shares and the shares issuable upon exercise of the Penny Warrant (the “Penny Warrant Shares”), and (vii) High Trail agreed, for the first 30 days following the effectiveness of the Registration Statement, not to sell, or otherwise transfer or dispose of the Warrant Shares or Penny Warrant Shares on any day in an amount that is greater than 10% of the trading volume of the Company’s common stock for such day. Pursuant to the Letter Agreement, High Trail exercised the December Warrant and the Company issued the Penny Warrant and the Additional Warrant to High Trail on February 9, 2021. High Trail Amendments On February 8, 2021, the Company entered into (i) an amendment (the “2022 Note Amendment”) to the Note, (ii) an amendment (the “2023 Note Amendment”) to the February Note, and (iii) an amendment (the “Warrant Amendment”) to the February Warrant. The 2022 Note Amendment and the 2023 Note Amendment amend the Note and the February Note, respectively, to provide that no shares of Common Stock may be issued pursuant thereto unless the Company obtains stockholder approval to issue shares of Company’s common stock pursuant thereto in excess of the limitations imposed by the Nasdaq Rules. The Warrant Amendment amends the February Warrant to provide that: (i) it may only be exercised for up to 134,348 shares of Company’s common stock unless the Company obtains stockholder approval contemplated by the Nasdaq Rules to issue additional shares of Company’s common stock in excess of 134,348 shares, (ii) its term shall be the later of five years from the date of issuance and the date that is one year from the date that the Stockholder Approvals are obtained, and (iii) the beneficial ownership limitation is increased from 4.99% to 9.99%. Voting Agreement In connection with the execution of the Letter Agreement, the Company and each of the Company’s executive officers and members of Company’s board of directors, in his or her capacity as a stockholder of the Company, entered into a voting agreement (collectively, the “Voting Agreements”) pursuant to which he or she agreed to vote, at an annual or special meeting of stockholders of the Company, all shares of Company’s common stock that he or she holds in favor of the Stockholder Approvals. Pursuant to the Letter Agreement, the Company agreed to use best efforts to ensure that at least an aggregate of 850,000 shares of Company’s common stock remain subject to the Voting Agreements from the record date for the Stockholder Meeting until the Stockholder Approvals are obtained or the Voting Agreements are otherwise terminated. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts and Reserves | MOHAWK GROUP HOLDINGS, INC. AND SUBSIDIARIES Schedule II—Valuation and Qualifying Accounts and Reserves (All amounts in thousands) Balance at Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Accounts Written Off or Deductions Balance at End of Period Description Year-ended December 31, 2019 Allowance for doubtful accounts $ — $ 35 $ — $ — $ 35 Deferred tax valuation allowance $ 15,167 $ — $ 14,036 $ — $ 29,203 Year-ended December 31, 2020 Allowance for doubtful accounts $ 35 $ — $ — $ (35 ) $ — Deferred tax valuation allowance $ 29,203 $ — $ 8,620 $ — $ 37,823 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Use of Estimates | Use of Estimates — Preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. |
Restricted Cash | Restricted Cash —The Company has restricted cash with its primary banks for use as required minimum restricted capital for its Chinese subsidiary. As of December 31, 2019, the Company has classified the following as restricted cash: $0.3 million for collateral with its credit cards in “prepaid and other current assets” on the Consolidated Balance Sheets and $0.1 million related to its Chinese subsidiary, in “other non-current assets” on the Consolidated Balance Sheets. As of December 31, 2020, the Company no longer has collateral with its credit cards in prepaid and other current assets. As of December 31, 2020, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the Consolidated Balance Sheets and $3.3 million related to a returned deposit for inventory that the manufacturer required the Company to pay into an escrow account within “prepaid and other current assets” on the Consolidated Balance Sheet. |
Accounts Receivable | Accounts Receivable —Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs on-going evaluations of its customers and maintains an allowance for bad and doubtful receivables. On December 31, 2019 and 2020, the Company had no allowance for doubtful accounts. |
Concentration of Credit Risk | Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains cash and restricted cash with various domestic and foreign financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of the aforementioned institutions. 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% of the Company’s total net revenue or gross accounts receivable balance at the balance sheet date. During the years-ended December 31, 2019 and 2020, the Company had no customer that accounted for 10% or more of total net revenue. In addition, as of December 31, 2019 and 2020, the Company has no customer that accounted for 10% or more of gross accounts receivable. As of December 31, 2019 and 2020, approximately 74% and 68%, respectively, of its accounts receivable is held by the Company’s sales platform vendor, Amazon, which collects money on the Company’s behalf from its customers. The Company’s business is reliant on one key vendor which currently provides the Company with its sales platform, logistics and fulfillment operations, including certain warehousing for the Company’s net goods, and invoicing and collection of its revenue from the Company’s end customers. In 2019, approximately 95% of the Company’s revenue was through or with the Amazon sales platform and in 2020, 88% of its net revenue was through or with the Amazon sales platform. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided for using the straight-line method over the estimated useful lives of the assets. Capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. The estimated useful lives for significant property and equipment categories are as follows: Computer equipment and software 3 years Furniture, fixtures, and equipment 3-5 years Leasehold improvements and capital leases Shorter of remaining lease term or estimated useful life |
Income Taxes | Income Taxes —The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carry-forwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carry-forwards and other deferred tax assets when it is determined that it is more likely than not that such loss carry-forwards and deferred tax assets will not be realized. The Company recognizes the tax benefits on any uncertain tax positions taken or expected to be taken in the consolidated financial statements when it is more likely than not the position will be realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes estimated interest and penalties related to uncertain tax positions as a part of the provision for income taxes. |
Revenue Recognition | Revenue Recognition —The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”) . The Company adopted ASC Topic 606 as of January 1, 2017 using the full retrospective method. The standard did not affect the Company’s consolidated net loss, financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption. The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels. 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-party online channels. For wholesale sales, the Company considers the customer purchase order to be the contract. 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 $0.5 million and $0.5 million at December 31, 2019 and 2020, respectively, which is included in accrued liabilities and represents the expected value of the refund that will be due to our customers. 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 recorded as a reduction of revenue because it owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. It is the Company’s responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement. Performance Obligations . A performance obligation is a promise in a contract to transfer a distinct good to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is recognized as revenue when the performance obligation is satisfied. Each of the Company’s contracts have a single distinct performance obligation, which is the promise to transfer individual goods. For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to product sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. The Company bills customers for charges for shipping and handling on certain sales and such charges are recorded as part of net revenue. Shipping and handling revenue for each of the years-ended December 31, 2019 and 2020 were de minimis. 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. All of the Company’s direct and wholesale revenue for the years-ended December 31, 2019 and 2020 are recognized at a point in time. Sales taxes —Consistent with prior periods, sales taxes collected from customers are presented on a net basis and as such are excluded from net revenue. Net Revenue by Category : The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers (in thousands): Year-Ended December 31, 2019 Direct Wholesale PaaS Total North America $ 111,168 $ 1,408 $ 1,685 $ 114,261 Other 190 — — 190 Total net revenue $ 111,358 $ 1,408 $ 1,685 $ 114,451 Year-Ended December 31, 2020 Direct Wholesale PaaS Total North America $ 164,162 $ 20,150 $ 1,336 $ 185,648 Other 56 — — $ 56 Total net revenue $ 164,218 $ 20,150 $ 1,336 $ 185,704 Net Revenue by Product Categories : The following table sets forth the Company’s net revenue disaggregated by product categories (in thousands): Year-Ended December 31, 2019 2020 Heating, cooling and air quality $ 58,025 $ 78,424 Kitchen appliances 26,917 29,711 Health and beauty 14,948 26,070 Personal protective equipment — 15,488 Cookware, kitchen tools and gadgets 6,898 14,868 Home office 172 7,669 Housewares 3,206 3,277 Other 2,600 8,861 Total net product revenue 112,766 184,368 PaaS 1,685 1,336 Total net revenue $ 114,451 $ 185,704 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At December 31, 2020, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2019 and December 31, 2020 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. 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-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. |
Goodwill | Goodwill — Goodwill is the excess of the acquisition cost of an acquired business over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of its reporting unit with their carrying amounts. The Company performs its annual impairment testing on December 31 of the calendar year. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable. The fair value of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third-party market value indicators. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. Calculating the fair value of the reporting unit requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting unit prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material. |
Intangible Assets | Intangible assets — Intangible assets with finite lives are amortized over their estimated useful life on a straight-line basis. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization. The Company tests these assets for potential impairment whenever its management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset. |
Business Combinations | Business Combinations —In accordance with FASB ASC Topic 805 “Business Combinations", acquired assets and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. |
Accounting and Contingent Consideration | Accounting and Contingent Consideration — The Company’s acquisitions include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include management’s assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurements. If actual results increase or decrease as compared to the assumption used in the Company’s analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in the Company’s operating results. |
Inventory and Cost of Goods Sold | Inventory and Cost of Goods Sold —The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The “Cost of goods sold” line item in the consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. 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 | Sales and Distribution— Sales and distribution expenses consist of online advertising costs, marketing and promotional costs, sales and platform commissions, fulfillment, including shipping and handling, warehouse costs and employee compensation and benefits. Costs associated with the Company’s advertising and sales promotion are expensed as incurred and are included in sales and distribution expenses. For the years-ended December 31, 201 9 and 20 20 , the Company recognized $ million and $ 6.3 million , respectively, for advertising costs, which consists primarily of online advertising expense. Shipping and handling expense is included in the Company’s consolidated statements of operations within sales and distribution expenses. This includes pick and pack costs and outbound transportation costs to ship goods to customers performed by e-commerce platforms or incurred directly by the Company’s own fulfillment operations. The Company’s expense for shipping and handling was $ million and $ million during fiscal years 201 9 and 20 20 , respectively. |
Research and Development | Research and Development —Research and development expenses include compensation and employee benefits for technology development employees, travel related costs, and fees paid to outside consultants related to development of the Company’s owned intellectual property. |
General and Administrative | General and Administrative —General and administrative expenses include compensation and employee benefits for executive management, finance administration, legal, and human resources, facility costs, travel, professional service fees and other general overhead costs. |
Stock-Based Compensation | Stock-Based Compensation— Stock-based compensation expense to employees is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model. 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: • Fair Value of Common Stock . The Company must estimate the fair value of common stock, as discussed in the section “Common Stock Valuation” below. • Risk-Free Interest Rate . The Company based the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon bonds with an equivalent remaining term of the stock options for each stock option group. • Expected Term . The Company determines the expected term based on the average period the stock options are expected to remain outstanding generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. • Expected Volatility . The Company determines the price volatility factor based on the historical volatility of publicly-traded industry peers. To determine its peer group of companies, the Company considers public companies in the technology industry and selects those that are similar to the Company in size, stage of life cycle and financial leverage. The Company does not rely on implied volatilities of traded options in its industry peers’ common stock because the volume of activity is relatively low. • Expected Dividend Yield . The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero. If any of the assumptions used in the Black-Scholes option-pricing model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. The Company recognizes forfeitures as they occur, which results in a reduction in compensation expense at the time of forfeiture. |
Foreign Currency | Foreign Currency —The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities of foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenues and expenses are translated at the average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive income loss. Foreign currency transaction gains and losses resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other expense, net in the consolidated statements of operations. The Company recorded net loss from foreign currency transactions of less than $0.1 million for each of the years-ended December 31, 2019 and 2020. |
Net Loss Per Share | Net Loss Per Share —The Company computes basic earnings per share using the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per share attributable to stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Segment Information | Segment Information —The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting.” The Company has one reportable segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Jumpstart Our Business Startups Act of 2012 (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. The Company has elected to use this extended transition period until it is no longer an emerging growth company or until it affirmatively and irrevocably opts out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Adopted Accounting Standards In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). In December 2019, the FASB issued ASU 2019-12, Income Taxes While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”) implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements . In August 2020, The FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”) While the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives for significant property and equipment categories are as follows: Computer equipment and software 3 years Furniture, fixtures, and equipment 3-5 years Leasehold improvements and capital leases Shorter of remaining lease term or estimated useful life |
Net Revenue Disaggregated by Sales Channel and Geographic Region | Net Revenue by Category : The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers (in thousands): Year-Ended December 31, 2019 Direct Wholesale PaaS Total North America $ 111,168 $ 1,408 $ 1,685 $ 114,261 Other 190 — — 190 Total net revenue $ 111,358 $ 1,408 $ 1,685 $ 114,451 Year-Ended December 31, 2020 Direct Wholesale PaaS Total North America $ 164,162 $ 20,150 $ 1,336 $ 185,648 Other 56 — — $ 56 Total net revenue $ 164,218 $ 20,150 $ 1,336 $ 185,704 |
Net Revenue Disaggregated by Product Categories | Net Revenue by Product Categories : The following table sets forth the Company’s net revenue disaggregated by product categories (in thousands): Year-Ended December 31, 2019 2020 Heating, cooling and air quality $ 58,025 $ 78,424 Kitchen appliances 26,917 29,711 Health and beauty 14,948 26,070 Personal protective equipment — 15,488 Cookware, kitchen tools and gadgets 6,898 14,868 Home office 172 7,669 Housewares 3,206 3,277 Other 2,600 8,861 Total net product revenue 112,766 184,368 PaaS 1,685 1,336 Total net revenue $ 114,451 $ 185,704 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Inventory on-hand $ 29,370 $ 22,753 Inventory in-transit 6,842 8,829 Inventory $ 36,212 $ 31,582 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable Net Current [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Trade accounts receivable $ 1,094 $ 5,747 Allowance for doubtful accounts (35 ) — Accounts receivable—net $ 1,059 $ 5,747 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Computer equipment and software $ 524 $ 613 Furniture, fixtures and equipment 94 91 Leasehold improvements 52 56 Subtotal 670 760 Less: accumulated depreciation and amortization (495 ) (591 ) Property and equipment—net $ 175 $ 169 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value | 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 our financial assets that are measured at fair value for the year ended December 31, 2020 (in thousands): December 31, 2020 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 26,718 $ — $ — Restricted Cash 3,379 — — Liabilities: Estimated fair value of contingent earn-out considerations (see Note 16) — — 22,531 Fair market value of warrant liability — — 31,821 |
Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis | A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the year-ended December 31, 2020 is as follows (in thousands): Balance at December 31, 2019 $ — Fair value at issuance of warrant liability 10,483 Change in fair value of warrant liability 21,338 Balance at December 31, 2020 $ 31,821 Balance at December 31, 2019 $ — Fair value at issuance of contingent earn-out liability 9,800 Change in fair value of contingent earn-out liability 12,731 Balance at December 31, 2020 $ 22,531 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid And Other Current Assets | Prepaid and other current assets consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Prepaid inventory $ 2,195 $ 4,361 Restricted cash 307 3,250 Prepaid insurance 1,967 1,504 Other 926 1,996 Prepaid and other current assets $ 5,395 $ 11,111 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Components of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Accrued compensation costs $ 300 $ 293 Accrued professional fees and consultants 400 483 Accrued logistics costs 2,326 1,068 Product related accruals 1,518 3,221 Sales tax payable 507 457 Sales return reserve 456 547 Accrued recall liability 90 22 Insurance financing 1,031 476 All other accruals 877 1,773 Accrued and other current liabilities $ 7,505 $ 8,340 |
Credit Facility and Term Loans
Credit Facility and Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility and Term Loans | Credit facility and term loans consisted of the following as of December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 MidCap Credit Facility $ 22,953 $ 12,905 Less: deferred debt issuance costs (1,268 ) (702 ) Less: discount associated with issuance of warrants (28 ) (13 ) Total MidCap Credit Facility $ 21,657 $ 12,190 Horizon Term Loan $ 15,000 $ - Less: deferred debt issuance costs (836 ) — Less discount associated with issuance of warrants (697 ) — Total Horizon Term Loan 13,467 — Less-current portion (3,000 ) — Term loan-non current portion $ 10,467 $ — High Trail Term Loan $ — $ 43,000 Less: deferred debt issuance costs — (2,207 ) Less: discount associated with issuance of warrants — (9,839 ) Less: discount associated with original issuance of loan — (4,692 ) High Trail warrant — 31,821 Total High Trail Term Loan — 58,083 Less-current portion — (21,600 ) Term loan-non current portion $ — $ 36,483 |
Schedule of Term Loan Payments of Principal Under the High Trails Loan | Principal payments under the High Trail Term Loan as of December 31, 2020 are as follows (in thousands): Year-Ending December 31 2021 21,600 2022 21,400 2023 — 2024 — Thereafter — Total term loan payments $ 43,000 |
Schedule of Interest Expense, Net | Interest expense, net consisted of the following for the years-ended December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Interest expense $ 4,532 $ 5,038 Interest income (146 ) (59 ) Total interest expense, net $ 4,386 $ 4,979 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity | The following is a summary of stock options activity during the year-ended December 31, 2020: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2020 1,862,569 $ 9.09 8.64 $ 99 Options granted — — — — Options exercised (10,697 ) 4.16 — — Options cancelled (281,144 ) 9.29 — — Balance—December 31, 2020 1,570,728 9.09 7.71 12,756 Exercisable as of December 31, 2020 1,172,758 8.97 7.64 9,664 Vested and expected to vest as of December 31, 2020 1,570,728 $ 9.09 7.71 $ 12,756 |
Summary of Weighted Average Assumptions Used in Black-Scholes Option-Pricing Model to Determine Grant Fair Value | The following are weighted-average assumptions used in the Black-Scholes option-pricing model to determine grant fair value: December 31, 2019 December 31, 2020 Weighted-Average Expected term (in years) 5.77 — Volatility 66.72 % — Risk-free interest rate 1.76 % — Dividend Yield 0.000 — |
Summary of Restricted Stock Activity | A summary of restricted stock activity within the Company’s equity plans and changes for the year-ended December 31, 2020, is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2020 2,601,972 $ 18.21 Granted 1,605,209 7.17 Vested (400,798 ) 13.58 Forfeited (546,994 ) 18.41 Nonvested at December 31, 2020 3,259,389 $ 13.51 |
Summary of Total Stock-based Compensation Expense by Function | 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, 2019 and 2020 (in thousands) . Years-End December 31, 2019 2020 Sales and distribution expenses $ 7,358 $ 2,533 Research and development expenses 5,711 3,965 General and administrative expenses 21,612 16,218 Total stock-based compensation expense $ 34,681 $ 22,716 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Expense | Loss before provision for income taxes consisted of the following for the periods indicated (in thousands): December 31, 2019 December 31, 2020 Domestic $ (58,718 ) $ (62,985 ) International (42 ) (93 ) Total $ (58,760 ) $ (63,078 ) |
Schedule of Components of Income Tax Provision | The components of the Company’s income tax provision were as follows for the periods indicated (in thousands): December 31, 2019 December 31, 2020 Current: Federal $ — $ — State 21 28 Foreign 8 — Total current 29 28 Deferred: — — Federal — — State — 20 Foreign — — Total deferred — 20 Income tax provision $ 29 $ 48 |
Schedule of Federal Statutory Income Tax Rate Reconciliation | 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, 2019 December 31, 2020 Income tax benefit at statutory rates $ (12,339 ) $ (13,246 ) Permanent differences 325 6,434 Foreign rate differential (4 ) (4 ) State income taxes, net of federal tax benefit (2,034 ) (2,056 ) Other 45 313 Valuation allowance 14,036 8,607 Total income tax expense $ 29 $ 48 |
Components of Deferred Tax Assets and Liabilities | The Company’s effective tax rate was 0.05% and 0.08% for the year ended December 31, 2019 and December 31, 2020, respectively. The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): December 31, 2019 December 31, 2020 Deferred tax assets: Sales returns reserve $ 112 $ 133 Allowance for doubtful accounts 9 — Fixed assets 13 — Net operating loss carryforwards 20,286 21,070 Stock options 8,409 12,336 Deferred revenue 6 14 Interest expense limitation 1,109 2,392 Intangibles — 58 Other — 1,917 Less: valuation allowances (29,944 ) (37,823 ) Net deferred tax assets — 97 Deferred tax liabilities: Fixed assets (14 ) Goodwill (12 ) (103 ) Other (729 ) Less: valuation allowances 741 — Net deferred tax liabilities — (117 ) Net deferred tax assets (liabilities) $ — $ (20 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Year-Ended December 31, 2019 2020 Net loss $ (58,789 ) $ (63,126 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 13,516,844 17,167,999 Net loss per share, basic and diluted $ (4.35 ) $ (3.68 ) |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Information | The acquisition of the Aussie Health Assets, the Truweo Assets, and the Smash Assets are reflected in the following pro forma information as if the acquisition had occurred on January 1, 2019 (in thousands): December 31, December 31, 2019 2020 Net revenue as reported $ 114,451 $ 185,704 Smash net revenue 42,994 83,132 Truweo net revenue 7,942 11,155 Other net revenue 1,759 — Net revenue pro forma $ 167,146 $ 279,991 Operating loss as reported $ (54,333 ) $ (34,751 ) Smash operating income 4,163 15,221 Truweo operating income 3,616 5,484 Other operating income 310 — Operating income (loss) pro forma $ (46,244 ) $ (14,046 ) |
Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities | The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands): December 31, 2020 Beginning Balance $ — Acquisition date fair value of contingent earn-out liabilities 9,800 Change in fair value of contingent earn-out liabilities 12,731 Re-measurement of contingent earn-out liabilities — Earn-out payments — Ending Balance $ 22,531 |
Aussie Health Assets | |
Business Acquisition [Line Items] | |
Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date (in thousands): Total Inventory $ 297 Goodwill 745 Intangible assets 333 Net assets acquired $ 1,375 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount allocated Useful life (in years) Goodwill $ 745 n.a. Trademarks 310 5 Transition services agreement 11 < 1 Non-competition agreement 12 3 Total $ 1,078 |
Truweo Assets | |
Business Acquisition [Line Items] | |
Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands): Total Inventory $ 595 Intangible assets 4,011 Goodwill 11,834 Net assets acquired $ 16,440 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount Allocated Useful life (in years) Goodwill $ 11,834 n.a. Trademarks 3,900 10 Non-competition agreement 100 <1 Transition services agreement 11 3 Net intangible assets 15,845 |
Smash Assets | |
Business Acquisition [Line Items] | |
Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date (in thousands): Total (in thousands) Goodwill $ 34,739 Trademarks 27,600 Inventory 16,419 Production deposits 3,382 AP and other liabilities (3,088 ) 79,052 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows (in thousands, except the useful life): Amount Allocated Useful life (in years) Goodwill $ 34,739 n.a. Trademarks 27,600 10 Net Intangible Assets 62,339 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill and Intangible Assets | The following tables summarize the changes in the Company’s goodwill and intangible assets by during the years-ended December 31, 2019 and 2020 (in thousands): December 31, 2018 Years-Ended December 31, 2019 December 31, 2019 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ — $ 745 $ — $ 745 $ — $ — $ 745 Trademarks — 310 — 310 — (12 ) 298 Non-competition agreement — 11 — 11 — (2 ) 9 Transition services agreement — 12 — 12 — (9 ) 3 Total $ — $ 1,078 $ — $ 1,078 $ — $ (23 ) $ 1,055 December 31, 2019 Years-Ended December 31, 2020 December 31, 2020 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 745 $ 46,573 $ — $ 47,318 $ — $ — $ 47,318 Trademarks 310 31,500 — 31,810 — (442 ) 31,368 Non-competition agreement 11 100 — 111 — (19 ) 92 Transition services agreement 12 11 — 23 — (23 ) — Total $ 1,078 $ 78,184 $ — $ 79,262 $ — $ (484 ) $ 78,778 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 01, 2020 | Aug. 26, 2020 | Jun. 14, 2019 | Mar. 31, 2020 | Dec. 31, 2020 |
Organization And Description Of Business [Line Items] | |||||
Percentage of growth in net revenue from direct sales | 62.30% | ||||
Sales Revenue | Sale of Products Online in U.S | |||||
Organization And Description Of Business [Line Items] | |||||
Percentage of revenue | 90.00% | ||||
Truweo Assets | |||||
Organization And Description Of Business [Line Items] | |||||
Date of completion of Acquisition | Aug. 26, 2020 | ||||
Total consideration | $ 16.4 | ||||
Total consideration paid by cash | 14 | ||||
Truweo Assets | Promissory Note | |||||
Organization And Description Of Business [Line Items] | |||||
Consideration paid in form of unsecured promissory note | $ 2.4 | ||||
Accrued interest rate per annum | 8.00% | ||||
Principal amount and accrued interest payments | $ 0.6 | ||||
First principal amount and accrued interest payments due date | Nov. 30, 2021 | ||||
Second principal amount and accrued interest payments due date | Feb. 28, 2022 | ||||
Third principal amount and accrued interest payments due date | May 31, 2022 | ||||
Maturity date | Aug. 22, 2022 | ||||
Smash Assets | |||||
Organization And Description Of Business [Line Items] | |||||
Date of completion of Acquisition | Dec. 1, 2020 | ||||
Total consideration | $ 25 | ||||
Business acquisition, shares issued | 4,220,000 | ||||
Shares issued, price per share | $ 6.89 | ||||
Value of certain inventory | $ 15.6 | ||||
Initial Public Offering | |||||
Organization And Description Of Business [Line Items] | |||||
Common stock, shares issued | 3,600,000 | ||||
Shares issued, price per share | $ 10 | ||||
Net proceeds from sale of common stock | $ 29.4 | ||||
Issuance of common stock, shares | 3,600,000 | ||||
Follow-on Public Offering | |||||
Organization And Description Of Business [Line Items] | |||||
Common stock, shares issued | 3,860,710 | ||||
Shares issued, price per share | $ 7 | ||||
Net proceeds from sale of common stock | $ 23.4 | ||||
Issuance of common stock, shares | 3,860,710 | ||||
Underwriting discounts and commissions | $ 2.2 | ||||
Other offering expenses | $ 1.4 | ||||
Sellers Brokers | Smash Assets | |||||
Organization And Description Of Business [Line Items] | |||||
Business acquisition, shares issued | 164,000 | ||||
Key Manufacturing Partner | China | |||||
Organization And Description Of Business [Line Items] | |||||
Percentage of manufacturing capacity reached | 90.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)CustomerSegment | Dec. 31, 2019USD ($)Customer | |
Significant Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Income tax benefit recognition, minimum percentage of likelihood being realized | 50.00% | |
Number of reportable segments | Segment | 1 | |
Sales and distribution expenses | ||
Significant Accounting Policies [Line Items] | ||
Advertising cost | $ 6,300,000 | 4,800,000 |
Shipping and handling cost | 20,400,000 | 17,200,000 |
Other Expense, Net | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Net loss from foreign currency transactions | $ (100,000) | $ (100,000) |
Customer Concentration Risk | Revenue Benchmark | ||
Significant Accounting Policies [Line Items] | ||
Number of customer accounted | Customer | 0 | 0 |
Customer Concentration Risk | Revenue Benchmark | Amazon | ||
Significant Accounting Policies [Line Items] | ||
Percentage of concentration of credit risk | 88.00% | 95.00% |
Customer Concentration Risk | Accounts Receivable | ||
Significant Accounting Policies [Line Items] | ||
Number of customer accounted | Customer | 0 | 0 |
Customer Concentration Risk | Accounts Receivable | Amazon | ||
Significant Accounting Policies [Line Items] | ||
Percentage of concentration of credit risk | 68.00% | 74.00% |
Prepaid Expenses and Other Current Assets | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | $ 0 | $ 300,000 |
Returned deposit for inventory to pay into an escrow account | 3,300,000 | |
Other Noncurrent Assets | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 100,000 | 100,000 |
Accrued Liabilities | ||
Significant Accounting Policies [Line Items] | ||
Refund liabilities for sales returns | $ 500,000 | $ 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment and Software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Furniture, Fixtures and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Furniture, Fixtures and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold Improvements and Capital Leases | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | Shorter of remaining lease term or estimated useful life |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Sales Channel and Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 185,704 | $ 114,451 |
Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 164,218 | 111,358 |
Wholesale | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 20,150 | 1,408 |
PaaS | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,336 | 1,685 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 185,648 | 114,261 |
North America | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 164,162 | 111,168 |
North America | Wholesale | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 20,150 | 1,408 |
North America | PaaS | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,336 | 1,685 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 56 | 190 |
Other | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 56 | $ 190 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Product Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 185,704 | $ 114,451 |
Product Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 184,368 | 112,766 |
Product Revenue | Heating, Cooling and Air Quality | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 78,424 | 58,025 |
Product Revenue | Kitchen Appliances | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 29,711 | 26,917 |
Product Revenue | Health and Beauty | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 26,070 | 14,948 |
Product Revenue | Personal Protective Equipment | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 15,488 | |
Product Revenue | Cookware, Kitchen Tools and Gadgets | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 14,868 | 6,898 |
Product Revenue | Home Office | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 7,669 | 172 |
Product Revenue | Housewares | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 3,277 | 3,206 |
Product Revenue | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 8,861 | 2,600 |
PaaS | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 1,336 | $ 1,685 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand | $ 22,753 | $ 29,370 |
Inventory in-transit | 8,829 | 6,842 |
Inventory | $ 31,582 | $ 36,212 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand held by Amazon | $ 5.3 | $ 4.7 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Notes Loans And Financing Receivable Gross Allowance And Net [Abstract] | ||
Trade accounts receivable | $ 5,747 | $ 1,094 |
Allowance for doubtful accounts | (35) | |
Accounts receivable—net | $ 5,747 | $ 1,059 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 760 | $ 670 |
Less: accumulated depreciation and amortization | (591) | (495) |
Property and equipment—net | 169 | 175 |
Computer Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 613 | 524 |
Furniture, Fixtures and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 91 | 94 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 56 | $ 52 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.2 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and restricted cash | $ 30,097 | $ 30,789 | $ 20,708 |
Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and restricted cash | $ 30,100 | $ 30,800 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Level 1 | Cash and Cash Equivalents | |
Assets: | |
Assets | $ 26,718 |
Level 1 | Restricted Cash | |
Assets: | |
Assets | 3,379 |
Estimated Fair Value of Contingent Earn-out Considerations | Level 3 | |
Liabilities: | |
Liabilities | 22,531 |
Fair Market Value of Warrant Liability | Level 3 | |
Liabilities: | |
Liabilities | $ 31,821 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value at issuance of contingent earn-out liability | $ 9,800 | $ 9,800 |
Change in fair value of contingent earn-out liabilities | 12,731 | |
Level 3 | Estimated Fair Value of Contingent Earn-out Considerations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities carried at fair value on a recurring basis, Beginning balance | 22,531 | |
Liabilities carried at fair value on a recurring basis, Ending balance | 22,531 | |
Fair Value, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities carried at fair value on a recurring basis, Beginning balance | 31,821 | |
Fair value at issuance of warrant liability | 10,483 | |
Change in fair value of warrant liability | 21,338 | |
Liabilities carried at fair value on a recurring basis, Ending balance | 31,821 | |
Fair Value, Recurring | Level 3 | Estimated Fair Value of Contingent Earn-out Considerations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities carried at fair value on a recurring basis, Beginning balance | $ 22,531 | |
Fair value at issuance of contingent earn-out liability | 9,800 | |
Change in fair value of contingent earn-out liabilities | 12,731 | |
Liabilities carried at fair value on a recurring basis, Ending balance | $ 22,531 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid inventory | $ 4,361 | $ 2,195 |
Restricted cash | 3,250 | 307 |
Prepaid insurance | 1,504 | 1,967 |
Other | 1,996 | 926 |
Prepaid and other current assets | $ 11,111 | $ 5,395 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 293 | $ 300 |
Accrued professional fees and consultants | 483 | 400 |
Accrued logistics costs | 1,068 | 2,326 |
Product related accruals | 3,221 | 1,518 |
Sales tax payable | 457 | 507 |
Sales return reserve | 547 | 456 |
Accrued recall liability | 22 | 90 |
Insurance financing | 476 | 1,031 |
All other accruals | 1,773 | 877 |
Accrued and other current liabilities | $ 8,340 | $ 7,505 |
Credit Facility and Term Loan_2
Credit Facility and Term Loans - Schedule of Credit Facility and Term Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total MidCap Credit Facility | $ 12,190 | $ 21,657 |
Less: deferred debt issuance costs | (700) | (700) |
Less-current portion | (21,600) | (3,000) |
Term loan-non current portion | 36,483 | 10,467 |
Horizon Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan | 15,000 | |
Less: deferred debt issuance costs | (836) | |
Less discount associated with issuance of warrants | (697) | |
Total term loan | 13,467 | |
Less-current portion | (3,000) | |
Term loan-non current portion | 10,467 | |
High Trails Term Loan | ||
Debt Instrument [Line Items] | ||
Term loan | 43,000 | |
Less: deferred debt issuance costs | (2,207) | |
Less discount associated with issuance of warrants | (9,839) | |
Less: discount associated with original issuance of loan | (4,692) | |
Total term loan | 58,083 | |
Less-current portion | (21,600) | |
Term loan-non current portion | 36,483 | |
High Trail warrant | 31,821 | |
MidCap Credit Facility | ||
Debt Instrument [Line Items] | ||
MidCap Credit Facility | 12,905 | 22,953 |
Less: deferred debt issuance costs | (702) | (1,268) |
Less: discount associated with issuance of warrants | (13) | (28) |
Total MidCap Credit Facility | $ 12,190 | $ 21,657 |
Credit Facility and Term Loan_3
Credit Facility and Term Loans - Additional Information (Details) | Dec. 01, 2020USD ($) | Dec. 01, 2019USD ($)InstallmentTradingDay$ / sharesshares | Nov. 23, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Interest expense of credit facilities | $ 1,900,000 | $ 2,500,000 | |||||
Deferred debt issuance costs | 700,000 | 700,000 | |||||
Repaying of term loan | 16,100,000 | ||||||
Loss on extinguishment of debt | (2,037,000) | ||||||
Interest expense | 5,038,000 | 4,532,000 | |||||
Change in fair value impact of warrant liability | 21,338,000 | ||||||
Horizon Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maximum borrowing amount | $ 15,000,000 | ||||||
Deferred debt issuance costs | 836,000 | ||||||
Debt instrument maturity month and year | 2023-01 | ||||||
Repaying of term loan | $ 15,000,000 | 15,990,000 | |||||
Repaying of term loan, payoff amount | 14,100,000 | ||||||
Prepayment and other fees | $ 600,000 | ||||||
Prepayment fee, percentage | 3.00% | ||||||
Loss on extinguishment of debt | $ 2,000,000 | (1,065,000) | |||||
Borrowings, outstanding | 15,000,000 | $ 0 | |||||
Interest expense | 1,400,000 | 2,000,000 | |||||
Amortization of debt issuance costs | 600,000 | 300,000 | |||||
Horizon Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Warrants term | 10 years | ||||||
Fair value on issuance | $ 900,000 | ||||||
Debt discount | $ 900,000 | ||||||
Horizon Loan Agreement | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | shares | 76,923 | ||||||
Warrants to purchase shares, exercise price | $ / shares | $ 15.60 | ||||||
High Trail Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 2,300,000 | ||||||
Borrowings, outstanding | 43,000,000 | ||||||
Interest expense | 1,100,000 | ||||||
Amortization of debt issuance costs | 200,000 | ||||||
Line of credit facility covenant minimum liquidity requirement in unrestricted cash on hand | $ 10,000,000 | ||||||
Senior Secured Note | High Trail Loan | |||||||
Debt Instrument [Line Items] | |||||||
Warrants to purchase shares | shares | 2,864,133 | ||||||
Warrants to purchase shares, exercise price | $ / shares | $ 9.01 | ||||||
Warrants term | 5 years | ||||||
Fair value on issuance | 10,500,000 | ||||||
Debt discount | $ 10,500,000 | ||||||
Accrued interest rate per annum | 0.00% | ||||||
Gross proceeds received | $ 38,000,000 | ||||||
Aggregate principal amount | $ 43,000,000 | ||||||
Number of repayment installments | Installment | 24 | ||||||
Line of credit facility, frequency of payments | monthly | ||||||
Cash payments | $ 1,800,000 | ||||||
Change in fair value impact of warrant liability | 21,300,000 | ||||||
Warrants exercisable date | Jun. 1, 2021 | ||||||
Warrants consecutive trading days | TradingDay | 20 | ||||||
Warrant exercisable to common stock percentage | 200.00% | ||||||
Senior Secured Note | High Trail Loan | Warrant Liability | |||||||
Debt Instrument [Line Items] | |||||||
Fair value amount of warrant liability | $ 31,800,000 | ||||||
London Interbank Offered Rate (LIBOR) | Horizon Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 9.90% | ||||||
Description of variable rate basis | one-month LIBOR | ||||||
MidCap Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility maximum borrowing amount | 30,000,000 | $ 25,000,000 | |||||
Additional increase in borrowing amount | 50,000,000 | $ 50,000,000 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||||||
Debt offset against and expense over the term | 3 years | ||||||
Line of credit facility, minimum liquidity financial covenant requirement in cash on hand | 6,500,000 | ||||||
Debt issuance costs | $ 700,000 | ||||||
Line of credit, outstanding | 12,900,000 | 23,000,000 | |||||
Available balance of credit facility | $ 1,400,000 | $ 0 | |||||
MidCap Credit Facility | Senior Secured Note | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 43,000,000 | ||||||
MidCap Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 5.75% | ||||||
Credit Facility and Horizon Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility covenant minimum liquidity requirement in unrestricted cash | $ 10,000,000 |
Credit Facility and Term Loan_4
Credit Facility and Term Loans - Schedule of Long Term Debt (Details) - High Trail Loan $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 21,600 |
2022 | 21,400 |
Total term loan payments | $ 43,000 |
Credit Facility and Term Loan_5
Credit Facility and Term Loans - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 5,038 | $ 4,532 |
Interest income | (59) | (146) |
Total interest expense, net | $ 4,979 | $ 4,386 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 26, 2020 | Jun. 14, 2019 | Dec. 31, 2020 |
Stockholders Equity [Line Items] | |||
Common stock, voting rights | The Company has one class of common shares issued and available. Each share of common stock has the right to one vote per share | ||
Initial Public Offering | |||
Stockholders Equity [Line Items] | |||
Issuance of common stock, shares | 3,600,000 | ||
Shares issued, price per share | $ 10 | ||
Net proceeds from sale of common stock | $ 29.4 | ||
Follow-on Public Offering | |||
Stockholders Equity [Line Items] | |||
Issuance of common stock, shares | 3,860,710 | ||
Shares issued, price per share | $ 7 | ||
Net proceeds from sale of common stock | $ 23.4 | ||
Underwriting discounts and commissions | 2.2 | ||
Other offering expenses | $ 1.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 12, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options exercisable period | 10 years | ||
Total unrecognized compensation expense related to unvested options | $ 5 | ||
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period | 9 months 10 days | ||
Stock options granted | 0 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period | 11 months 19 days | 1 year 2 months 26 days | |
Shares forfeited | 371,329 | 546,994 | |
Weighted Average Grant-Date Fair Value, Granted | $ 7.17 | $ 18.52 | |
Total unrecognized compensation expense related to unvested shares of restricted common stock | $ 12.2 | $ 19.4 | |
Share-based Compensation Award, Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 4 years | ||
Share-based Compensation Award, Tranche One | Vesting on First Anniversary | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting percentage | 25.00% | ||
Share-based Compensation Award, Tranche One | Vesting Over Succeeding 36 Months | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 36 months | ||
Options vesting percentage | 75.00% | ||
Share-based Compensation Award, Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 3 years | ||
Share-based Compensation Award, Tranche Two | Vesting on First Anniversary | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting percentage | 33.33% | ||
Share-based Compensation Award, Tranche Two | Vesting Over Succeeding 24 Months | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options vesting period | 24 months | ||
Options vesting percentage | 66.66% | ||
Mohawk 2014 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 56,458 | ||
Mohawk 2018 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 93,615 | ||
2019 Equity Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 0 | ||
2019 Equity Plan | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of restricted shares issued and outstanding | 70.00% | ||
2019 Equity Plan | Share-based Compensation Award, Tranche One | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting date | Mar. 13, 2020 | ||
2019 Equity Plan | Share-based Compensation Award, Tranche Two | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting date | Dec. 15, 2020 | ||
2019 Equity Plan | Share-based Compensation Award, Tranche Three, Vesting Date 1 | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting date | Jan. 18, 2021 | ||
2019 Equity Plan | Share-based Compensation Award, Tranche Three, Vesting Date 2 | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting date | Mar. 10, 2021 | ||
2019 Equity Plan | Share-based Compensation Award, Tranche Four | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting date | Jul. 1, 2021 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Number of Options, Shares, Beginning Balance | 1,862,569 | |
Options Outstanding, Number of Options, Granted, Shares | 0 | |
Options Outstanding, Number of Options, Exercised, Shares | (10,697) | |
Options Outstanding, Number of Options, Cancelled, Shares | (281,144) | |
Options Outstanding, Number of Options, Shares, Ending Balance | 1,570,728 | 1,862,569 |
Options Outstanding, Number of Options Exercisable, Shares, as of December 31, 2020 | 1,172,758 | |
Options Outstanding, Number of Options, Vested and expected to vest, Shares as of December 31, 2020 | 1,570,728 | |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 9.09 | |
Options Outstanding, Weighted Average Exercise Price, Exercised | 4.16 | |
Options Outstanding, Weighted Average Exercise Price, Cancelled | 9.29 | |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | 9.09 | $ 9.09 |
Options Outstanding, Weighted Average Exercise Price, Exercisable as of December 31, 2020 | 8.97 | |
Options Outstanding, Weighted Average Exercise Price, Vested and expected to vest as of December 31, 2020 | $ 9.09 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 8 months 15 days | 8 years 7 months 20 days |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Exercisable as of December 31, 2020 | 7 years 7 months 20 days | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Vested and expected to vest as of December 31, 2020 | 7 years 8 months 15 days | |
Options Outstanding, Aggregate Intrinsic Value, Beginning Balance | $ 99 | |
Options Outstanding, Aggregate Intrinsic Value, Ending Balance | 12,756 | $ 99 |
Options Outstanding, Aggregate Intrinsic Value, Exercisable as of December 31, 2010 | 9,664 | |
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest as of December 31, 20120 | $ 12,756 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Weighted Average Assumptions Used in Black-Scholes Option-Pricing Model to Determine Grant Fair Value (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted-Average, Expected term (in years) | 5 years 9 months 7 days |
Weighted-Average, Volatility | 66.72% |
Weighted-Average, Risk-free interest rate | 1.76% |
Weighted-Average, Dividend Yield | 0.00% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | Mar. 12, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, Nonvested at January 1, 2020 | 2,601,972 | ||
Shares, Granted | 1,605,209 | ||
Shares, Vested | (400,798) | ||
Shares, Forfeited | (371,329) | (546,994) | |
Shares, Nonvested at December 31, 2020 | 3,259,389 | 2,601,972 | |
Weighted Average Grant-Date Fair Value, Nonvested at January 1, 2020 | $ 18.21 | ||
Weighted Average Grant-Date Fair Value, Granted | 7.17 | $ 18.52 | |
Weighted Average Grant-Date Fair Value, Vested | 13.58 | ||
Weighted Average Grant-Date Fair Value, Forfeited | 18.41 | ||
Weighted Average Grant-Date Fair Value, Nonvested at December 31, 2020 | $ 13.51 | $ 18.21 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 34,681 | $ 22,716 |
Sales and Distribution Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 7,358 | 2,533 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 5,711 | 3,965 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 21,612 | $ 16,218 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
Inventory purchased | $ 55,000 | $ 19,400 |
Sales tax payable current | $ 457 | $ 507 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (62,985) | $ (58,718) |
International | (93) | (42) |
LOSS BEFORE INCOME TAXES | $ (63,078) | $ (58,760) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 28 | 21 |
Foreign | 0 | 8 |
Total current | 28 | 29 |
Deferred: | ||
Federal | 0 | 0 |
State | 20 | 0 |
Foreign | 0 | 0 |
Total deferred | 20 | 0 |
Income tax provision | $ 48 | $ 29 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Statutory Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rates | $ (13,246) | $ (12,339) |
Permanent differences | 6,434 | 325 |
Foreign rate differential | (4) | (4) |
State income taxes, net of federal tax benefit | (2,056) | (2,034) |
Other | 313 | 45 |
Valuation allowance | 8,607 | 14,036 |
Income tax provision | $ 48 | $ 29 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Dec. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes Disclosure [Line Items] | |||
Effective tax rate | 0.08% | 0.05% | |
Operating loss carry forwards | $ 87 | $ 82.9 | |
Operating loss carry forwards expiration year | 2034 | 2034 | |
Description of ownership limitations | The Company’s ability to utilize its NOL carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company has had a change in ownership of more than 50% of its capital stock over a three-year period pursuant to Section 382 of the Code. These complex changes of ownership rules generally focus on ownership changes involving shareholders owning directly or indirectly 5% or more of a company’s stock, including certain public “groups” of shareholders as set forth by Section 382 of the Code, including those arising from new stock issuances and other equity transactions. | ||
Other Current Liabilities | |||
Income Taxes Disclosure [Line Items] | |||
Payroll related credits | $ 0.3 | ||
State and Local Jurisdiction | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carry forwards | $ 45.8 | $ 46.4 | |
State and Local Jurisdiction | Earliest Tax Year 2025 | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carry forwards expiration year | 2025 | 2025 | |
State and Local Jurisdiction | Latest Tax Year 2035 | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carry forwards expiration year | 2035 | 2035 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Sales returns reserve | $ 133 | $ 112 |
Allowance for doubtful accounts | 9 | |
Fixed assets | 14 | 13 |
Net operating loss carryforwards | 21,070 | 20,286 |
Stock options | 12,336 | 8,409 |
Deferred revenue | 14 | 6 |
Interest expense limitation | 2,392 | 1,109 |
Intangibles | 58 | |
Other | 1,917 | |
Less: valuation allowances | (37,823) | (29,944) |
Net deferred tax assets | 97 | |
Deferred tax liabilities: | ||
Fixed assets | (14) | (13) |
Goodwill | (103) | (12) |
Other | (729) | |
Less: valuation allowances | $ 741 | |
Net deferred tax liabilities | (117) | |
Net deferred tax assets (liabilities) | $ (20) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Nov. 01, 2018 |
Voting Agreement | |
Related Party Transaction [Line Items] | |
Percentage of voting power of capital stock outstanding | 19.90% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (63,126) | $ (58,789) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 17,167,999 | 13,516,844 |
Net loss per share, basic and diluted | $ (3.68) | $ (4.35) |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 01, 2020USD ($)$ / sharesshares | Aug. 26, 2020USD ($) | Sep. 10, 2019USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2022USD ($) |
Business Acquisition [Line Items] | ||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 9,800 | $ 9,800 | ||||
Change in fair value of contingent earn-out liabilities | 12,731 | |||||
Aussie Health Assets | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 1,300 | |||||
Total consideration paid by cash | 1,100 | |||||
Working capital paid, related to inventory purchased within sixty days of closing | $ 100 | |||||
Maximum period after closing date to pay working capital related to inventory purchased | 60 days | |||||
Aussie Health Assets | Promissory Note | ||||||
Business Acquisition [Line Items] | ||||||
Consideration paid in form of unsecured promissory note | $ 200 | |||||
Accrued interest rate per annum | 8.00% | |||||
Maturity date | Jun. 10, 2020 | |||||
Truweo Assets | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 16,400 | |||||
Total consideration paid by cash | $ 14,000 | |||||
Date of completion of Acquisition | Aug. 26, 2020 | |||||
Truweo Assets | Promissory Note | ||||||
Business Acquisition [Line Items] | ||||||
Consideration paid in form of unsecured promissory note | $ 2,400 | |||||
Accrued interest rate per annum | 8.00% | |||||
Maturity date | Aug. 22, 2022 | |||||
Principal amount and accrued interest payments | $ 600 | |||||
First principal amount and accrued interest payments due date | Nov. 30, 2021 | |||||
Second principal amount and accrued interest payments due date | Feb. 28, 2022 | |||||
Third principal amount and accrued interest payments due date | May 31, 2022 | |||||
Smash Assets | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 25,000 | |||||
Date of completion of Acquisition | Dec. 1, 2020 | |||||
Business acquisition, shares issued | shares | 4,220,000 | |||||
Shares issued, price per share | $ / shares | $ 6.89 | |||||
Value of certain inventory | $ 15,600 | |||||
Smash Assets | Year One Earn-Out | ||||||
Business Acquisition [Line Items] | ||||||
Business combination contingent consideration earnout fair value | 22,500 | |||||
Change in fair value of contingent earn-out liabilities | $ 12,700 | |||||
Smash Assets | Year One Earn-Out | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Business combination contingent consideration contribution margin ratio | 1.67 | |||||
Business combination contingent consideration earn out margin | $ / shares | $ 1 | |||||
Business combination, contingent consideration earn out amount, minimum | $ 15,500 | |||||
Business combination, contingent consideration earn out amount, maximum | 18,500 | |||||
Business combination contingent consideration arrangements earn out maximum | $ 5,000 | |||||
Smash Assets | Year Two Earn-Out | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, contingent consideration earn out amount, maximum | $ 15,500 | |||||
Business combination contingent consideration earn out generated amount | 500 | |||||
Business combination contingent consideration subject to cap | 27,500 | |||||
Business combination contingent consideration entitled to receive amount in cash equal to shares | $ 100 | |||||
Smash Assets | Sellers Brokers | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued | shares | 164,000 |
Acquisition - Preliminary Alloc
Acquisition - Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Details) - Aussie Health Assets $ in Thousands | Sep. 10, 2019USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 297 |
Goodwill | 745 |
Intangible assets | 333 |
Net assets acquired | $ 1,375 |
Acquisition - Amounts Assigned
Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Details) - USD ($) $ in Thousands | Dec. 01, 2020 | Aug. 26, 2020 | Sep. 10, 2019 |
Aussie Health Assets | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 745 | ||
Intangible assets | 333 | ||
Total | 1,078 | ||
Aussie Health Assets | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 310 | ||
Useful life (in years) | 5 years | ||
Aussie Health Assets | Transition Services Agreement | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 11 | ||
Aussie Health Assets | Transition Services Agreement | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 1 year | ||
Aussie Health Assets | Non-Competition Agreement | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 12 | ||
Useful life (in years) | 3 years | ||
Truweo Assets | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 11,834 | ||
Intangible assets | 4,011 | ||
Total | 15,845 | ||
Truweo Assets | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,900 | ||
Useful life (in years) | 10 years | ||
Truweo Assets | Transition Services Agreement | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 11 | ||
Useful life (in years) | 3 years | ||
Truweo Assets | Non-Competition Agreement | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 100 | ||
Truweo Assets | Non-Competition Agreement | Maximum | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 1 year | ||
Smash Assets | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 34,739 | ||
Total | 62,339 | ||
Smash Assets | Trademarks | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 27,600 | ||
Useful life (in years) | 10 years |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 01, 2020 | Aug. 26, 2020 |
Truweo Assets | ||
Business Acquisition [Line Items] | ||
Inventory | $ 595 | |
Intangible assets | 4,011 | |
Goodwill | 11,834 | |
Net assets acquired | 16,440 | |
Truweo Assets | Trademarks | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 3,900 | |
Smash Assets | ||
Business Acquisition [Line Items] | ||
Inventory | $ 16,419 | |
Goodwill | 34,739 | |
Production deposits | 3,382 | |
AP and other liabilities | (3,088) | |
Preliminary allocation of purchase price to assets acquired and liabilities assumed | 79,052 | |
Smash Assets | Trademarks | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 27,600 |
Acquisition - Unaudited Pro For
Acquisition - Unaudited Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Net revenue as reported | $ 185,704 | $ 114,451 |
Net revenue pro forma | 279,991 | 167,146 |
Operating loss as reported | (34,751) | (54,333) |
Other operating income | 310 | |
Operating income (loss) pro forma | (14,046) | (46,244) |
Smash Assets | ||
Business Acquisition [Line Items] | ||
Net revenue | 83,132 | 42,994 |
Operating income | 15,221 | 4,163 |
Truweo Assets | ||
Business Acquisition [Line Items] | ||
Net revenue | 11,155 | 7,942 |
Operating income | $ 5,484 | 3,616 |
Other | ||
Business Acquisition [Line Items] | ||
Net revenue as reported | $ 1,759 |
Acquisition - Summary of Change
Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Beginning Balance | $ 22,531 | |
Fair value at issuance of contingent earn-out liability | $ 9,800 | $ 9,800 |
Change in fair value of contingent earn-out liabilities | 12,731 | |
Ending Balance | $ 22,531 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,078 | |
Additions | 78,184 | $ 1,078 |
Gross Carrying Amount | 79,262 | 1,078 |
Accumulated Amortization | (484) | (23) |
Net Book Value | 78,778 | 1,055 |
Goodwill | ||
Disclosure of Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 745 | |
Additions | 46,573 | 745 |
Gross Carrying Amount | 47,318 | 745 |
Net Book Value | 47,318 | 745 |
Trademarks | ||
Disclosure of Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 310 | |
Additions | 31,500 | 310 |
Gross Carrying Amount | 31,810 | 310 |
Accumulated Amortization | (442) | (12) |
Net Book Value | 31,368 | 298 |
Non-Competition Agreement | ||
Disclosure of Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11 | |
Additions | 100 | 11 |
Gross Carrying Amount | 111 | 11 |
Accumulated Amortization | (19) | (2) |
Net Book Value | 92 | 9 |
Transition Services Agreement | ||
Disclosure of Goodwill and Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12 | |
Additions | 11 | 12 |
Gross Carrying Amount | 23 | 12 |
Accumulated Amortization | $ (23) | (9) |
Net Book Value | $ 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Feb. 08, 2021USD ($)shares | Feb. 02, 2021USD ($)TradingDay$ / sharesshares | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, voting rights | The Company has one class of common shares issued and available. Each share of common stock has the right to one vote per share | ||
Subsequent Event | Healing Solutions L L C | |||
Subsequent Event [Line Items] | |||
Payment in cash | $ | $ 15.3 | ||
High Trail Amendments | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Exercise of warrants for common stock shares issued | 134,348 | ||
High Trail Letter Agreement | |||
Subsequent Event [Line Items] | |||
Common stock, voting rights | Pursuant to the Letter Agreement, the Company agreed to use best efforts to ensure that at least an aggregate of 850,000 shares of Company’s common stock remain subject to the Voting Agreements from the record date for the Stockholder Meeting until the Stockholder Approvals are obtained or the Voting Agreements are otherwise terminated. | ||
High Trail Letter Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Exercise of common stock subject to warrant shares | 980,000 | ||
Payment for exercise of warrant shares | $ | $ 8.8 | ||
Percent of average daily trading volume | 10.00% | ||
Common stock shares subject to voting rights | 850,000 | ||
High Trail Letter Agreement | Subsequent Event | Penny Warrant | |||
Subsequent Event [Line Items] | |||
Payment for unexercised portion of warrant | $ | $ 17 | ||
Private Placement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrant exercisable to common stock percentage | 200.00% | ||
Private Placement | Investor | Securities Purchase Agreement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Exchange for payment by investor | $ | $ 14 | ||
0% Coupon Senior Secured Promissory Note | Private Placement | Investor | Securities Purchase Agreement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Interest rate | 0.00% | ||
Aggregate principal amount | $ | $ 16.5 | ||
Maturity date | Feb. 1, 2023 | ||
Maximum | High Trail Amendments | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Beneficial ownership limit, percentage | 9.99% | ||
Minimum | High Trail Amendments | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Beneficial ownership limit, percentage | 4.99% | ||
Common Stock | Subsequent Event | Healing Solutions L L C | |||
Subsequent Event [Line Items] | |||
Business acquisition, shares issued | 1,400,000 | ||
Common Stock | High Trail Letter Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares | 750,000 | ||
Common Stock | High Trail Letter Agreement | Subsequent Event | Penny Warrant | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares | 1,884,133 | ||
Common Stock | Private Placement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants consecutive trading days | TradingDay | 20 | ||
Common Stock | Maximum | Private Placement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares, exercise price | $ / shares | $ 30 | ||
Common Stock | Maximum | Private Placement | Investor | Securities Purchase Agreement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares | 469,931 | ||
Common Stock | Minimum | Private Placement | High Trail Loan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares, exercise price | $ / shares | $ 18.02 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $ 35 | |
Charged to Costs & Expenses | 0 | $ 35 |
Charged to Other Accounts | 0 | 0 |
Accounts Written Off or Deductions | (35) | 0 |
Balance at End of Period | 35 | |
Deferred tax valuation allowance | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | 29,203 | 15,167 |
Charged to Costs & Expenses | 0 | 0 |
Charged to Other Accounts | 8,620 | 14,036 |
Accounts Written Off or Deductions | 0 | 0 |
Balance at End of Period | $ 37,823 | $ 29,203 |