Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Aterian, 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 | 35,734,767 | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Title of each class | Common Stock, $0.0001 par value per share | |
Trading Symbol(s) | ATER | |
Name of each exchange on which registered | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 61,934 | $ 26,718 |
Accounts receivable—net | 16,263 | 5,747 |
Inventory | 75,514 | 31,582 |
Prepaid and other current assets | 12,716 | 11,111 |
Total current assets | 166,427 | 75,158 |
PROPERTY AND EQUIPMENT—net | 1,350 | 169 |
GOODWILL—net | 118,619 | 47,318 |
OTHER INTANGIBLES—net | 69,115 | 31,460 |
OTHER NON-CURRENT ASSETS | 3,552 | 3,349 |
TOTAL ASSETS | 359,063 | 157,454 |
CURRENT LIABILITIES: | ||
Credit facility | 12,190 | |
Accounts payable | 39,455 | 14,856 |
Term loan | 72,791 | 21,600 |
Seller notes | 9,955 | 16,231 |
Contingent earn-out liability | 14,812 | 1,515 |
Accrued and other current liabilities | 24,673 | 8,340 |
Total current liabilities | 161,686 | 74,732 |
OTHER LIABILITIES | 614 | 1,841 |
CONTINGENT EARN-OUT LIABILITY | 20,986 | 21,016 |
TERM LOANS | 36,483 | |
Total liabilities | 183,286 | 134,072 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value $0.0001 per share—500,000,000 shares authorized and 27,074,791 shares outstanding at December 31, 2020; 500,000,000 shares authorized and 35,734,767 shares outstanding at June 30, 2021 | 3 | 3 |
Additional paid-in capital | 487,605 | 216,305 |
Accumulated deficit | (311,794) | (192,935) |
Accumulated other comprehensive income | (37) | 9 |
Total stockholders’ equity | 175,777 | 23,382 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 359,063 | $ 157,454 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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 | 35,734,767 | 27,074,791 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 68,188 | $ 59,800 | $ 116,324 | $ 85,428 |
COST OF GOODS SOLD | 35,445 | 32,200 | 57,518 | 47,530 |
GROSS PROFIT | 32,743 | 27,600 | 58,806 | 37,898 |
OPERATING EXPENSES: | ||||
Sales and distribution | 39,310 | 18,618 | 64,379 | 32,528 |
Research and development | 2,324 | 2,451 | 4,452 | 4,732 |
General and administrative | 9,990 | 8,352 | 20,965 | 16,355 |
Change in fair value of contingent earn-out liabilities | (23,349) | (7,704) | ||
TOTAL OPERATING EXPENSES: | 28,275 | 29,421 | 82,092 | 53,615 |
OPERATING INCOME (LOSS) | 4,468 | (1,821) | (23,286) | (15,717) |
INTEREST EXPENSE—net | 4,675 | 1,077 | 9,092 | 2,186 |
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY | 1,894 | 1,894 | ||
LOSS ON EXTINGUISHMENT OF DEBT | 29,772 | 29,772 | ||
CHANGE IN FAIR VALUE OF WARRANT LIABILITY | 4,387 | 34,589 | ||
LOSS ON INITIAL ISSUANCE OF WARRANT | 20,147 | |||
OTHER EXPENSE (INCOME) | 5 | (6) | 38 | 19 |
LOSS BEFORE INCOME TAXES | (36,265) | (2,892) | (118,818) | (17,922) |
PROVISION FOR INCOME TAXES | 41 | 45 | 41 | 45 |
NET LOSS | $ (36,306) | $ (2,937) | $ (118,859) | $ (17,967) |
Net loss per share, basic and diluted | $ (1.23) | $ (0.19) | $ (4.26) | $ (1.17) |
Weighted-average number of shares outstanding, basic and diluted | 29,547,781 | 15,425,312 | 27,886,582 | 15,308,966 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
NET LOSS | $ (36,306) | $ (2,937) | $ (118,859) | $ (17,967) |
OTHER COMPREHENSIVE INCOME (LOSS): | ||||
Foreign currency translation adjustments | (76) | (7) | (46) | (9) |
Other comprehensive loss | (76) | (7) | (46) | (9) |
COMPREHENSIVE LOSS | $ (36,382) | $ (2,944) | $ (118,905) | $ (17,976) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Asset Purchase Agreement | High Trail | Common Stock | Common StockAsset Purchase Agreement | Common StockHigh Trail | Common StockJune 30, 2020 | Common StockMarch 12, 2020 | Additional Paid-in Capital | Additional Paid-in CapitalAsset Purchase Agreement | Additional Paid-in CapitalHigh Trail | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) |
Beginning balance at Dec. 31, 2019 | $ 10,727 | $ 2 | $ 140,477 | $ (129,809) | $ 57 | ||||||||
Beginning balance, shares at Dec. 31, 2019 | 17,736,649 | ||||||||||||
Net loss | (17,967) | (17,967) | |||||||||||
Forfeiture of restricted common stock, shares | (134,366) | (134,366) | (371,329) | ||||||||||
Issuance of restricted common stock, shares | 134,364 | 134,364 | 439,145 | ||||||||||
Shares of restricted common stock retired in connection with vesting | (139) | (139) | |||||||||||
Shares of restricted common stock retired in connection with vesting, shares | 41,299 | ||||||||||||
Stock-based compensation expense | 12,610 | 12,610 | |||||||||||
Other comprehensive loss | (9) | (9) | |||||||||||
Ending balance at Jun. 30, 2020 | 5,222 | $ 2 | 152,948 | (147,776) | 48 | ||||||||
Ending balance, shares at Jun. 30, 2020 | 17,763,164 | ||||||||||||
Beginning balance at Mar. 31, 2020 | 2,995 | $ 2 | 147,777 | (144,839) | 55 | ||||||||
Beginning balance, shares at Mar. 31, 2020 | 17,763,994 | ||||||||||||
Net loss | (2,937) | (2,937) | |||||||||||
Forfeiture of restricted common stock, shares | (134,366) | (134,366) | |||||||||||
Issuance of restricted common stock, shares | 134,364 | 134,364 | |||||||||||
Shares of restricted common stock retired in connection with vesting, shares | 828 | ||||||||||||
Stock-based compensation expense | 5,171 | 5,171 | |||||||||||
Other comprehensive loss | (7) | (7) | |||||||||||
Ending balance at Jun. 30, 2020 | 5,222 | $ 2 | 152,948 | (147,776) | 48 | ||||||||
Ending balance, shares at Jun. 30, 2020 | 17,763,164 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 23,382 | $ 3 | 216,305 | (192,935) | 9 | ||||||||
Beginning balance, shares at Dec. 31, 2020 | 27,074,791 | ||||||||||||
Net loss | (118,859) | (118,859) | |||||||||||
Issuance of common stock upon exercise of stock option grants | $ 8,749 | 8,749 | |||||||||||
Issuance of common stock upon exercise of stock option grants, shares | 978,495 | 978,495 | |||||||||||
Issuance of common stock related to exercise of warrants | $ 40,284 | 40,284 | |||||||||||
Issuance of common stock related to exercise of warrants, shares | 1,047,140 | ||||||||||||
Issuance of common stock in connection with acquisition of Healing Solution assets | 39,454 | 39,454 | |||||||||||
Issuance of common stock in connection with acquisition of Healing Solutions assets, shares | 1,387,759 | ||||||||||||
Issuance of restricted stock awards | 3,370 | 3,370 | |||||||||||
Issuance of restricted stock awards, shares | 108,696 | ||||||||||||
Issuance of warrants to High Trail | 39,016 | 39,016 | |||||||||||
Issuance of common stock | 36,735 | $ 11,075 | $ 4,056 | 36,735 | $ 11,075 | $ 4,056 | |||||||
Issuance of common stock, shares | 2,666,667 | 704,548 | 130,000 | ||||||||||
Reclassification of warrants to equity | 80,022 | 80,022 | |||||||||||
Forfeiture of restricted common stock, shares | (258,971) | ||||||||||||
Issuance of restricted common stock, shares | 1,895,642 | ||||||||||||
Stock-based compensation expense | 8,539 | 8,539 | |||||||||||
Other comprehensive loss | (46) | (46) | |||||||||||
Ending balance at Jun. 30, 2021 | 175,777 | $ 3 | 487,605 | (311,794) | (37) | ||||||||
Ending balance, shares at Jun. 30, 2021 | 35,734,767 | ||||||||||||
Beginning balance at Mar. 31, 2021 | 38,465 | $ 3 | 313,911 | (275,488) | 39 | ||||||||
Beginning balance, shares at Mar. 31, 2021 | 30,590,796 | ||||||||||||
Net loss | (36,306) | (36,306) | |||||||||||
Issuance of common stock related to exercise of warrants | 112 | 112 | |||||||||||
Issuance of common stock related to exercise of warrants, shares | 7,180 | ||||||||||||
Issuance of warrants to High Trail | 39,016 | 39,016 | |||||||||||
Issuance of common stock | 36,735 | $ 11,075 | $ 4,056 | 36,735 | $ 11,075 | $ 4,056 | |||||||
Issuance of common stock, shares | 2,666,667 | 704,548 | 130,000 | ||||||||||
Reclassification of warrants to equity | 80,022 | 80,022 | |||||||||||
Forfeiture of restricted common stock, shares | (258,971) | ||||||||||||
Issuance of restricted common stock, shares | 1,895,642 | ||||||||||||
Cancellation of RSU issued to consultant | (57) | (57) | |||||||||||
Cancellation of RSU issued to consultant, shares | (1,095) | ||||||||||||
Stock-based compensation expense | 2,735 | 2,735 | |||||||||||
Other comprehensive loss | (76) | (76) | |||||||||||
Ending balance at Jun. 30, 2021 | $ 175,777 | $ 3 | $ 487,605 | $ (311,794) | $ (37) | ||||||||
Ending balance, shares at Jun. 30, 2021 | 35,734,767 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - Common Stock - shares | Mar. 12, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Issuance of restricted common stock, shares | 439,145 | 1,895,642 | 134,364 | 1,895,642 | 134,364 |
Forfeiture of restricted common stock, shares | 371,329 | 258,971 | 134,366 | 258,971 | 134,366 |
Issuance of common stock, shares | 2,666,667 | 2,666,667 | |||
Asset Purchase Agreement | |||||
Issuance of common stock, shares | 704,548 | 704,548 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (118,859,000) | $ (17,967,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2,885,000 | 79,000 | ||
Provision for sales returns | 607,000 | 25,000 | ||
Amortization of deferred financing costs and debt discounts | 6,378,000 | 610,000 | ||
Stock-based compensation | 11,760,000 | 12,610,000 | ||
Gain from increase of contingent earn-out liability fair value | $ (23,349,000) | (7,704,000) | ||
Loss in connection with the change in warrant fair value | 4,387,000 | 34,589,000 | ||
Loss on extinguishment | 29,772,000 | 29,772,000 | ||
Loss from embedded derivative related to term loan | 1,894,000 | |||
Loss on initial issuance of warrant | 20,147,000 | |||
Allowance for doubtful accounts and other | 4,597,000 | 27,000 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (10,736,000) | (7,622,000) | ||
Inventory | (31,772,000) | 8,866,000 | ||
Prepaid and other current assets | (6,545,000) | (1,269,000) | ||
Accounts payable, accrued and other liabilities | 30,151,000 | (4,282,000) | ||
Cash used in operating activities | (32,836,000) | (8,923,000) | ||
INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (44,000) | (19,000) | ||
Cash used in investing activities | (44,947,000) | (19,000) | ||
FINANCING ACTIVITIES: | ||||
Proceeds from warrant exercise | 9,051,000 | |||
Proceeds from cancellation of warrant | 16,957,000 | |||
Proceeds from equity offering, net of issuance costs | 36,735,000 | |||
Proceeds from exercise of stock options | 8,749,000 | |||
Taxes paid related to net settlement upon vesting of restricted common stock | (112,000) | |||
Borrowings from MidCap credit facility | 14,630,000 | 56,181,000 | ||
Deferred financing costs from MidCap credit facility | (151,000) | |||
Repayments for High Trail December 2020 Note and February 2021 Note | (59,500,000) | |||
Deferred offering costs | (139,000) | |||
Insurance obligation payments | (1,557,000) | (1,491,000) | ||
Insurance financing proceeds | 2,424,000 | 1,577,000 | ||
Capital lease obligation payments | (4,000) | |||
Cash provided by financing activities | 111,924,000 | (4,218,000) | ||
EFFECT OF EXCHANGE RATE ON CASH | (175,000) | 1,000 | ||
NET CHANGE IN CASH AND RESTRICTED CASH FOR PERIOD | 33,966,000 | (13,159,000) | ||
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD | 30,097,000 | 30,789,000 | $ 30,789,000 | |
CASH AND RESTRICTED CASH AT END OF PERIOD | 64,063,000 | 64,063,000 | 17,630,000 | 30,097,000 |
RECONCILIATION OF CASH AND RESTRICTED CASH | ||||
CASH | 61,934,000 | 61,934,000 | 17,189,000 | |
RESTRICTED CASH—Prepaid and other assets | 2,000,000 | 2,000,000 | 312,000 | |
RESTRICTED CASH—Other non-current assets | 129,000 | 129,000 | 129,000 | |
CASH AND RESTRICTED CASH AT END OF PERIOD | 64,063,000 | 64,063,000 | 17,630,000 | $ 30,097,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 1,727,000 | 1,618,000 | ||
Cash paid for taxes | 41,000 | 46,000 | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Equity fundraising costs not paid | 125,000 | |||
Original issue discount | 2,475,000 | |||
Fair value of contingent consideration | 20,971,000 | |||
Discount of debt relating to warrants issuance | 46,756,000 | |||
Common stock issued to High Trail | 4,056,000 | |||
Reclassification of warrants to equity | 80,022,000 | |||
Restricted Stock Awards | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on extinguishment | (4,100,000) | (4,100,000) | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Issuance of restricted stock awards | 3,427,000 | |||
High Trail December 2020 Note and February 2021 Term Loan | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on extinguishment | 28,240,000 | |||
High Trail February 2021 Note | ||||
FINANCING ACTIVITIES: | ||||
Borrowings | 14,025,000 | |||
Debt issuance costs | (1,462,000) | |||
High Trail April 2021 Note | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on extinguishment | (29,700,000) | (29,700,000) | ||
FINANCING ACTIVITIES: | ||||
Borrowings | 110,000,000 | |||
Debt issuance costs | (2,200,000) | |||
Revolving Credit Facility | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on extinguishment | 1,532,000 | |||
MidCap Credit Facility | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on extinguishment | 1,500,000 | 1,500,000 | ||
FINANCING ACTIVITIES: | ||||
Repayments of debt | (28,274,000) | (60,023,000) | ||
Healing Solutions LLC | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain from increase of contingent earn-out liability fair value | 6,700,000 | 6,700,000 | ||
INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (15,280,000) | |||
Smash | ||||
FINANCING ACTIVITIES: | ||||
Repayment of note payable | (7,503,000) | |||
Photo Paper Direct Ltd. | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain from increase of contingent earn-out liability fair value | 0 | 0 | ||
INVESTING ACTIVITIES: | ||||
Purchase of Photo Paper Direct, net of cash acquired | (10,583,000) | |||
Squatty Potty, LLC | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Gain from increase of contingent earn-out liability fair value | $ 0 | 0 | ||
INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (19,040,000) | |||
Aussie Health | ||||
FINANCING ACTIVITIES: | ||||
Repayment of note payable | $ (207,000) | |||
Healing Solutions and Photo Paper Direct | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Issuance of common stock in connection with Healing Solutions and Photo Paper Direct acquisitions | $ 50,529,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Aterian, Inc. and its subsidiaries, formerly known as Mohawk Group Holdings, Inc., (“Aterian” or the “Company”), is a technology-enabled consumer products platform that builds, acquires and partners with e-commerce brands. The Company’s proprietary software and agile supply chain helps create a growing base of consumer products. Aterian predominantly operates through online retail channels such as Amazon and Walmart, Inc. The Company owns and operates fourteen 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), health and beauty products and essentials oils. Headquartered in New York, Aterian’s offices can also be found in China, Philippines, Israel and Poland. Healing Solutions Acquisition — On February 2, 2021, the Company acquired certain assets of Healing Solutions, LLC (“Healing Solutions”) assets related to its retail and ecommerce business under the Healing Solutions’ brands, Tarvol, Sun Essential Oils and Artizen (among others), which primarily sells essential oils primarily through Amazon and other marketplaces (see Note 10). Squatty Potty Assets Acquisition — On May 5, 2021 (see Note 10). Photo Paper Direct Acquisition — On May 5, 2021, the Company closed the acquisition of all outstanding stock of e-commerce company Photo Paper Direct Ltd. (“Photo Paper Direct''), a leading online seller of printing supplies (see Note 10). Equity Raise: On June 10, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (collectively, the “Investors”) pursuant to which, among other things, the Company issued and sold to the Investors, in a private placement transaction, an aggregate of 2,666,667 shares of common stock, of the Company (the “Shares”), at an offering price of $15.00 per Share, with proceeds to the Company, net of offering costs, of $36.7 million. Going Concern — The Company has been affected by the impact of the COVID-19 pandemic and related global shipping crisis. Together, these have led to substantial increases in the costs of shipping containers, which the Company relies on to import its goods. This has reduced the reliability and timely delivery of such shipping containers and has substantially increased the Company’s international inbound costs as well as last mile shipping costs on its oversized goods. These cost increases have been particularly substantial for oversized goods, which are a material part of the Company’s business. The increased cost of the shipping containers has negatively impacted the Company in the three months ended June 30, 2021, and the Company currently believes it will continue to negatively impact the Company for at least the next six to nine months. The reduced reliability and delivery of such shipping containers is forcing the Company to spend more on premium shipping to ensure space on board of the vessels, if at all, and the lack of reliability and timely delivery has further down supply chain impacts as it takes longer for containers to be offloaded and returned. Further, this global shipping crisis is forcing the Company to increase its inventory on-hand, which negatively impacts its working capital. Third party last mile shipping partners, such as UPS and Fedex, continue to increase the cost of delivering goods to the end consumers as their delivery networks continue to be impacted by the COVID-19 pandemic. In addition, the Company may be adversely impacted by rising costs of the commodity raw materials used to produce its products. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the United States. Coupled with the recent reopening of the majority of the country, the Company has noticed changes to consumer buying habits which may have reduced demand for its products. See COVID-19 disclosure below. As such, these impacts led the Company to breach its Adjusted EBITDA covenant for the three months ended June 30, 2021 with its lender, High Trail Investments SA LLC (“High Trail SA”) and High Trail Investments ON LLC (“High Trail ON” and, together with High Trail SA, “High Trail”). As of the date of this report, the Company has secured a waiver from High Trail, which will be effective upon the Company making certain cash payments to High Trail on August 9, 2021 and issuing shares of the Company’s common stock to High Trail by no later than August 11, 2021. See Note 12 for additional information. Further, due to these crises, the Company has reduced its forecast for the next twelve months. The Company has been taking, and plan to continue to take, various action items to help improve its financial forecasts and allow it to navigate through these crises. These actions include, but are not limited to, new third party vendors for shipping containers, renegotiating rates The Company is in active conversations with its lender, High Trail. Management plans to continue to closely monitor its operating forecast and may pursue additional sources of financing and/or capital to fund its operations or to continue its merger and acquisition strategy. If the Company is unable to improve its operating results, secure waivers from its lender, and/or obtain additional sources of financing and capital on acceptable terms (if at all) for its merger and acquisition strategy, the Company may have to make significant changes to its operating plan, such as delay expenditures, reduce investments in new products, delay the development of its software, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. COVID-19 Pandemic — 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. During the first half of 2021, the Company experienced negative impacts to its margins related to increased international freight demands, lack of shipping containers and general international freight congestion due to the continued increased demand of goods being sold on ecommerce marketplaces. The Company has experienced, and expects to continue to experience, an increase in last-mile shipping costs as shipping providers’ delivery networks continue be stressed due to increased demand from the increase of goods sold on ecommerce marketplaces. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the United States. Coupled with the recent reopening of the majority of the country, the Company has noticed changes in consumer buying habits that may have reduced demand for its products . The Company continues to consider the impact of COVID-19 based 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 | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the Company’s audited consolidated financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, on March 16, 2021 (the “Annual Report”). In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of June 30, 2021, the results of operations for the three and six months ended June 30, 2020 and 2021, the statements of stockholders’ equity for the three and the six months ended June 30, 2020 and 2021, and cash flows for the six months ended June 30, 2020 and 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. Use of Estimates — Preparation of financial statements in conformity with 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 condensed 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, 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 condensed consolidated balance sheets and $2.0 million related to a U.S. customs bond. As of June 30, 2021, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the condensed consolidated balance sheets, and $2.0 million related to a letter of credit within “prepaid and other current assets” on the condensed consolidated balance sheets. 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 . 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. 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: Three Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 53,693 0 $ 5,727 0 $ 345 0 $ 59,765 Other 35 — — 35 Total net revenue $ 53,728 $ 5,727 $ 345 $ 59,800 Three Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 67,155 $ — $ 108 $ 67,263 Other 925 — — 925 Total net revenue $ 68,080 $ — $ 108 $ 68,188 Six Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 78,901 $ 5,786 $ 706 $ 85,393 Other 35 — — 35 Total net revenue $ 78,936 $ 5,786 $ 706 $ 85,428 Six Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 113,297 $ 1,802 $ 290 $ 115,389 Other 935 — — 935 Total net revenue $ 114,232 $ 1,802 $ 290 $ 116,324 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 29,541 $ 26,842 Kitchen appliances 11,160 8,974 Health and beauty 5,170 1,821 Personal protective equipment 6,656 505 Cookware, kitchen tools and gadgets 1,984 5,548 Home office 1,199 2,711 Housewares 1,111 9,109 Essential oils and related accessories — 9,942 Other 2,634 2,628 Total net product revenue 59,455 68,080 PaaS 345 108 Total net revenue $ 59,800 $ 68,188 Six Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 39,418 $ 32,980 Kitchen appliances 18,185 21,124 Health and beauty 9,600 5,463 Personal protective equipment 6,656 1,659 Cookware, kitchen tools and gadgets 2,978 11,646 Home office 1,697 3,520 Housewares 2,523 16,291 Essential oils and related accessories — 17,295 Other 3,665 6,056 Total net product revenue 84,722 116,034 PaaS 706 290 Total net revenue $ 85,428 $ 116,324 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. On June 30, 2021, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility and term loans are carried at amortized cost at December 31, 2020 and June 30, 2021, and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. On June 30, 2021, the credit facility with MidCap Funding IV Trust (“MidCap”) was paid off and there was no balance. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. 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. As of June 30, 2021, as a result of amendment to the terms of the warrants, during the three months ended June 30, 2021, the warrants were classified as a component of equity (see Note 6). 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. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2020 and June 30, 2021 (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: Fair market value of warrant liability — — 31,821 Estimated fair value of contingent earn-out considerations — — 22,531 June 30, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 61,934 $ — $ — Restricted cash 2,129 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 35,798 Change in fair market value of warrant liability — — 34,589 Change in fair value of derivative liability — — 1,894 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. 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). rather than a reduction to the carrying value of the asset. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and will be effective for annual reporting periods beginning after December 15, 2022, with early adoption 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 condensed consolidated financial statements. 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 condensed 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” 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 condensed 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” 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 condensed consolidated financial statements. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Inventory on-hand $ 22,753 $ 54,798 Inventory in-transit 8,829 20,716 Inventory $ 31,582 $ 75,514 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 $5.3 million and $13.2 million as of December 31, 2020 and June 30, 2021, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaids and other current assets consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Prepaid inventory $ 4,361 $ 5,319 Restricted cash 3,250 2,000 Prepaid insurance 1,504 2,507 Other 1,996 2,890 Prepaid and other current assets $ 11,111 $ 12,716 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued and Other Current Liabilities | 5. Accrued expenses and other current liabilities consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Accrued compensation costs $ 293 $ 98 Accrued professional fees and consultants 483 1,723 Accrued logistics costs 1,068 2,376 Product related accruals 3,221 2,910 Sales tax payable 457 739 Sales return reserve 547 1,155 Insurance financing 476 — Accrued fulfillment expense 381 1,073 Accrued insurance 476 1,844 Federal payroll taxes payable 330 1,162 Accrued interest payable 137 903 Transition services payable to seller — 8,231 All other accruals 471 2,459 Accrued and other current liabilities $ 8,340 $ 24,673 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 | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility and Term Loans | 6. The Company’s credit facility consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) MidCap Credit Facility $ 12,905 $ — Less: deferred debt issuance costs (702 ) — Less: discount associated with issuance of warrants (13 ) — Total MidCap Credit Facility $ 12,190 $ — MidCap Credit Facility and Term Loan On November 23, 2018, the Company entered into the three-year as agent and lenders party thereto 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 could be increased, subject to certain conditions, to $50.0 million, The Credit Facility contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $6.5 million in cash on hand or availability in 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, 2020, there was $12.9 million outstanding on the Credit Facility and an available balance of approximately $1.4 million and as of June 30, 2021, there was no On April 8, 2021, the Company paid off all obligations owing under, and terminated, the Credit Facility. The Company recorded $1.5 million of extinguishment of debt for the three and six months ended June 30, 2021, which has been classified within loss on extinguishment of debt on the condensed consolidated statements of operations Pursuant to the Credit Facility, upon the payment of the amounts outstanding under the Credit Facility, the Company paid a prepayment fee and a payoff letter preparation fee in an aggregate amount equal to 4.3% of the then outstanding principal balance of the Credit Facility. The Company recorded interest expense from the Credit Facility of approximately $0.6 million and $ 0.1 0.1 0.4 0.1 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 exceeded 2.50% for outstanding borrowings, and payments on principal were made on a monthly basis. On December 1, 2020, the Company paid off all remaining obligations under the Horizon Term Loan for $15.0 million and terminated the Horizon Term Loan. The Company recorded interest expense from the Horizon Term Loan of $1.0 million and $0.0 million for the six months ended June 30, 2020 and 2021, respectively, which included $0.1 million and $ million, respectively, relating to debt issuance costs High Trail Loan December 2020 Note On December 1, 2020, the Company refinanced the Horizon Term Loan through the issuance of the December 2020 Note to High Trail SA. The Company received gross proceeds of $38.0 million in exchange for the December 2020 Note with an aggregate principal amount of $43.0 million. The December 2020 Note was to be repaid over 24 equal monthly cash payments of $1.8 million. The December 2020 Note consisted of the following as of December 31, 2020: December 31, 2020 (in thousands) December 2020 Note $ 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 December 2020 Note 58,083 Less-current portion (21,600 ) Term loan-non current portion $ 36,483 The December 2020 Note contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash on hand. The December 2020 Note was extinguished on April 8, 2021 in exchange for an April 2021 Note (see the discussion under the heading High Trail April 2021 Note of this Note 6 below ). High Trail February 2021 Note On February 2, 2021, the Company entered into a second, separate transaction with High Trail, where it entered into a securities purchase agreement with High Trail ON for a 0% coupon senior secured promissory note in an aggregate principal amount of $16.5 million (as amended, the “February 2021 Note”) that was to mature on February 1, 2023. The Company recorded interest expense from December 2020 Note of $1.1 million for the year-ended December 31, 2020, which included $0.2 million relating to debt issuance costs. The Company recorded interest expense from the December 2020 Note and February 2021 Note of $0.3 million and $4.1 million for the three and six months ended June 30, 2021, respectively, which included $0.5 million relating to debt issuance costs. High Trail April 2021 Note On April 8, 2021, the Company refinanced all its existing debt with High Trail and Midcap. As such, the Company entered into a new securities purchase and exchange agreement (the “Securities Purchase Agreement”) with High Trail SA and High Trail ON, pursuant to which, among other things, the Company agreed to issue and sell to High Trail, in a private placement transaction (the “Private Placement”), (i) senior secured promissory notes in an aggregate principal amount of $110.0 million (the “April 2021 Notes”) that accrued interest at a rate of 8% per annum and mature on April 8, 2024, and (ii) warrants (the “Warrants” and each, a “Warrant”) to purchase up to an aggregate of 2,259,166 shares of the Company’s common stock in exchange for: (a) a cash payment by High Trail to the Company of $57.7 million, (b) the December 2020 Note, and (c) the February 2021 Note. The Company used $14.8 million of the net proceeds from the Private Placement to repay all amounts owed under the Credit Facility on April 8, 2021. June 30, 2021 (in thousands) April 2021 Note $ 110,000 Less: deferred debt issuance costs (2,089 ) Less: discount associated with issuance of warrants (37,014 ) April 2021 Note 70,897 Derivative liability related to term loan 1,894 April 2021 Note $ 72,791 The High Trail April 2021 Note transaction resulted in the extinguishment of the two prior High Trail December 2020 and February 2021 term loans. The Company recorded $29.7 million of extinguishment of debt for the three and six months ended June 30, 2021, which has been classified within loss on extinguishment of debt on the condensed consolidated statements of operations. The Company breached its Adjusted EBITDA covenant as of June 30, 2021 with its lender, High Trail. As of date of this report, the Company has secured a waiver from its lender. See Note 12 for additional information. Warrants In connection with the issuance of the December 2020 Note, the Company issued to High Trail SA 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 “December Warrant”). The December 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 was not an effective registration statement covering the resale of the shares issuable upon exercise of the December Warrant, in which case the December Warrant would also be exercisable on a cashless exercise basis at High Trail SA’s election. The December Warrant included a provision that gave the Company the right to require High Trail SA to exercise the December Warrant if the price of the common stock of the Company exceeded 200% of the exercise price of the December Warrant for 20 consecutive trading days and certain other conditions were satisfied. The Company utilized the Monte-Carlo Simulation model to determine the fair value of the December Warrant. 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. As of December 1, 2020, the initial fair value of the December Warrant on issuance was $ 10.5 million, which has been recorded as a debt discount against the December 2020 Note. 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. On February 8, 2021, the Company entered into a letter agreement with High Trail SA (the “Letter Agreement”), pursuant to which, among other things, (i) the Company and High Trail SA agreed to amend the terms of the December Warrant, to provide that the December Warrant was immediately exercisable on a cash basis, (ii) High Trail SA agreed to exercise 980,000 shares of the Company’s common stock subject to the December December December February Warrant December December Pursuant to the Letter Agreement, High Trail SA exercised the December Warrant The 2022 Note Amendment and the 2023 Note Amendment amended the December 2020 Note and the February 2021 Note, respectively, to provide that no shares of common stock may be issued pursuant thereto unless the Company obtained the Stockholder Approvals to issue shares of Company’s common stock pursuant thereto in excess of the limitations imposed by the Nasdaq Rules. The Warrant Amendment amended 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 obtained the 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%. The initial fair value of the February Warrant and the Additional Warrant on issuance was $10.9 million, which was recorded as a debt discount against the February 2021 Note. During six months ended June 30, 2021, the fair value amount of the remaining Penny Warrants from the December 2020 Note, the February Warrants from the February 2021 Note, the Penny Warrant and the Additional Warrant warrant liabilities were fair valued on April 8, 2021, prior to their amendment in connection with the April Letter Agreement (see below), which resulted in a change of fair value charge of $4.4 million for the three months ended June 30, 2021 and $34.6 million for the six months ended June 30, 2021. The April Letter Agreement On April 8, 2021, the Company entered into a Letter Agreement (the “April Letter Agreement”) with High Trail SA and High Trail ON, pursuant to which, among other things, (i) the Company and High Trail SA agreed to amend the terms of the Letter Agreement to provide that the Company will prepare and file by June 30, 2021 a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission for the purposes of registering for resale the December Warrant Shares, the Penny Warrant Shares and the Restricted Shares (as defined below), (ii) the Company issued 130,000 shares of its common stock to High Trail SA (the “Restricted Shares”), and (iii) High Trail SA and High Trail ON agreed to waive any Default or Event of Default (as such terms are defined in the December 2020 Note or the February 2021 Note) caused by the Company’s failure to file the Resale Registration Statement by March 26, 2021. On April 8, 2021, the Company entered into (i) an amendment (the “SPA Amendment”) to that certain Securities Purchase Agreement, dated as of November 30, 2020, by and between the Company and High Trail SA (the “December 2020 SPA”), and to that certain Securities Purchase Agreement, dated as of February 2, 2021, by and between the Company and High Trail ON (the “February 2021 SPA”), (ii) an amendment to the February Warrant (the “February Warrant Amendment”), (iii) an amendment to the Penny Warrant (the “Penny Warrant Amendment”), and (iv) an amendment to the Additional Warrant (the “Additional Warrant Amendment” and, together with the February Warrant Amendment and the Penny Warrant Amendment, the “Warrant Amendments”). The SPA Amendment amended the December 2020 SPA and the February 2021 SPA to, among other things, allow for the issuance of the April 2021 Notes and to waive certain rights of High Trail under the December 2020 SPA and the February 2021 SPA. The Warrant Amendments amend the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated. The Warrant Amendments to the February Warrant, the Penny Warrant and the Additional Warrant resulted in an $80.0 million reclassification from a liability to a component of equity. The Restricted Shares were expensed as part of extinguishment loss, valued based on the fair market value on April 8, 2021 for $4.1 million for each of the three and six months ended June 30, 2021, with the offset impacting stockholders’ equity. Interest Expense, Net Interest expense, net consisted of the following for the three and six months ended June 30, 2020 and 2021: Three Months Ended Six Months Ended June 30, 2020 June 30, 2021 June 30, 2020 June 30, 2021 (in thousands) (in thousands) Interest expense $ 1,084 $ 4,802 $ 2,217 $ 9,552 Interest income (7 ) (127 ) (31 ) (460 ) Total Interest expense, net $ 1,077 $ 4,675 $ 2,186 $ 9,092 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. The Company has three equity plans: 2014 Amended and Restated Equity Incentive Plan The board of directors of 60,509 2014 Plan. 2018 Equity Incentive Plan The Company’s board of directors adopted the Aterian 341,397 Options granted to date under the Aterian 2014 Plan and the 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 Aterian, 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 June 30, 2021, no 70 The following is a summary of stock option activity during the six months ended June 30, 2021: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2021 1,570,728 $ 9.09 7.71 $ 12,756 Options granted — $ — — $ — Options exercised (978,495 ) $ 9.01 — $ — Options cancelled (29,705 ) $ 9.23 — $ — Balance—June 30, 2021 562,528 $ 9.21 7.31 $ 3,049 Exercisable as of June 30, 2021 467,528 $ 9.12 7.26 $ 2,574 Vested and expected to vest as of June 30, 2021 562,528 $ 9.21 7.31 $ 3,049 As of June 30, 2021, the total unrecognized compensation expense related to unvested options was $1.5 million, which the Company expects to recognize over an estimated weighted average period of 0.35 years. A summary of restricted stock award activity within the Company’s equity plans and changes for the six months ended June 30, 2021 is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2021 3,259,389 $ 13.51 Granted 1,895,642 $ 16.15 Vested (1,460,312 ) $ 15.68 Forfeited (258,971 ) $ 13.53 Nonvested at June 30, 2021 3,435,748 $ 13.88 On March 12, 2020, 371,320 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. As of June 30, 2020, the total unrecognized compensation expense related to unvested shares of restricted common stock was $9.1 million, which the Company expects to recognize over an estimated weighted-average period of 0.90 years. As of June 30, 2021, the total unrecognized compensation expense related to unvested shares of restricted common stock was $33.9 million, which the Company expects to recognize over an estimated weighted-average period of 1.63 years. 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 the three and six months ended June 30, 2020 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Sales and distribution expenses $ (579 ) $ 1,569 $ 1,013 $ 2,524 Research and development expenses 1,179 1,221 2,452 2,104 General and administrative expenses 4,571 2,072 9,145 7,132 Total stock-based compensation expense $ 5,171 $ 4,862 $ 12,610 $ 11,760 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8 . 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 share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net loss $ (2,937 ) $ (36,306 ) $ (17,967 ) $ (118,859 ) Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted 15,425,312 29,547,781 15,308,966 27,886,582 Net loss per share, basic and diluted $ (0.19 ) $ (1.23 ) $ (1.17 ) $ (4.26 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . 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 condensed 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 condensed 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. On May 13, 2021, a securities class action complaint was filed in the U.S. District Court for the Southern District of New York by Andrew Tate naming the Company, Yaniv Sarig, and Fabrice Hamaide as defendants. On June 10, 2021, a substantially similar securities class action complaint was filed in the U.S. District Court for the Southern District of New York by Jeff Coon against the same defendants. Both complaints assert violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company's business, operations and prospects, specifically regarding (1) the Company’s acquisitions of certain e-commerce business brands from 9830 Macarthur LLC, ZN Direct LLC, and Reliance Equities Group, LLC (as announced on December 1, 2020) and from Healing Solutions, LLC (as announced on February 2, 2021); (2) the Company’s organic growth; (3) the Company’s AIMEE software; and (4) the Company’s marketing practices. Several stockholders and their respective counsel have sought consolidation of the two actions and appointment as lead plaintiff and class counsel, respectively. The Court has yet to act on those motions. The Company intends to vigorously defend against these actions. However, the outcome of this legal proceeding is uncertain at this point. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action. 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, 2020 and June 30, 2021, the Company estimates that the potential liability, including current sales tax payable is approximately $0.5 million and $0.7 million, respectively, 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 standards, 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 has placed a hold on the sale of certain of the Company's dehumidifier inventory while it reviews the matter with the Company. 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. Settlement Agreement — On May 2, 2021, the Company entered into a settlement agreement with one of the Company’s suppliers to agree to pay the amount of $3.0 million to the Company in three installments of $1.0 |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 10. ACQUISITION Healing Solutions On February 2, 2021 (the “Closing Date”), the Company entered into and closed the Asset Purchase Agreement with Healing Solutions. Pursuant to the Asset Purchase Agreement, the Company purchased and acquired certain assets of Healing Solutions (the “Healing Solutions Assets”) related to Healing Solutions’ retail and e-commerce business under the Healing Solutions’ brands, Tarvol, Sun Essential Oils and Artizen (among others), which primarily sells essential oils through Amazon and other marketplaces (the “Asset Purchase”). The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. As consideration for the Asset Purchase, the Company (i) paid to Healing Solutions $15.3 million in cash (the “Cash Purchase Price”), and (ii) issued 1,387,759 within 60 days of the Closing Date In addition, Healing Solutions will also be entitled to receive 170,042 shares of common stock (up to a maximum of 280,000 shares pursuant to certain terms and valuation at the measurement date) in respect of certain inventory. The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, Healing Solutions is required to use its commercially reasonable efforts to identify one or more suppliers of finished goods inventory of all SKUs that constitute assets acquired in the Asset Purchase (“New Suppliers”) and to initiate discussions with such New Suppliers for the purpose of negotiating new supply agreements between the Company or its affiliates, on the one hand, and the New Supplier, on the other hand, for the purchase of such SKUs following the Closing on terms acceptable to Purchaser in its sole discretion, acting reasonably. If, on or before the date that is 15 months after the Closing Date, an Earn-Out Consideration Event (as defined in the Asset Purchase Agreement) has occurred, then Healing Solutions shall be entitled to receive up to a maximum of 528,670 shares of Common Stock (the “Earn-Out Shares”), which number of shares is subject to reduction in accordance with the terms of the Asset Purchase Agreement based on the time period within which the Earn-Out Consideration Event occurs. The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 15,280 1,387,759 shares of common stock issued 39,454 Estimated common share consideration for inventory 5,285 Estimated earnout liability 11,273 Total consideration $ 71,292 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 8,215 Working Capital 202 Trademarks (10 year useful life) 22,900 Goodwill 39,975 Net assets acquired $ 71,292 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Healing Solutions’ products into the Company’s existing sales channels. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Healing Solutions Assets acquisition on the Company’s net revenue for the three and six months ended June 30, 2020 and 2021. The acquisition of the Healing Solutions Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Healing Solutions net revenue 23,649 — 38,072 4,600 Net revenue pro forma $ 83,449 $ 68,188 $ 123,500 $ 120,924 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Healing Solutions operating income 4,139 — 5,143 382 Operating income (loss) pro forma $ 2,318 $ 4,468 $ (10,574 ) $ (22,904 ) Squatty Potty Assets On retail locations including Bed, Bath & Beyond, Walmart and Target. As consideration for Squatty Potty’s assets, the Company paid approximately $ 19.0 million in cash. The Company also paid approximately $ 1.1 million as consideration related to acquired inventory. In addition, and subject to the achievement of contribution margin metrics for the year ended December 31, 2021, the Company agreed to pay Squatty Potty a maximum earnout of approximately $ 4.0 million, payable in shares of common stock or cash at Squatty Potty’s discretion . The Company also agreed to pay Squatty Potty $ 8.0 million for transition services, payable in shares of common stock or cash at Squatty Potty’s discretion. The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 19,040 Transition services payments 8,231 Estimated earnout liability 3,502 Total consideration $ 30,773 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 1,471 Working Capital 230 Trademarks (10 year useful life) 6,500 Customer Relationships 5,700 Goodwill (1) 16,872 Net assets acquired $ 30,773 (1) Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Squatty Potty products into the Company’s existing sales channels. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Squatty Potty acquisition on the Company’s net revenue for the three and six months ended June 30, 2021 and 2020. The acquisition of the Squatty Potty Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Squatty Potty net revenue 2,673 1,466 5,398 6,024 Net revenue pro forma $ 62,473 $ 69,654 $ 90,826 $ 122,348 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Squatty Potty operating income 622 301 909 1,772 Operating income (loss) pro forma $ (1,199 ) $ 4,769 $ (14,808 ) $ (21,514 ) Photo Paper Direct On May 5, 2021, the Company closed the acquisition of all outstanding stock of e-commerce company Photo Paper Direct Ltd. (“Photo Paper Direct''), a leading online seller of printing supplies. As consideration for Photo Paper Direct’s stock, the Company paid approximately $ million in cash and issued approximately 704,500 shares of the Company’s common stock. The Company also paid approximately $ 5.4 million in cash as consideration related to Photo Paper Direct’s inventory and other working capital assets, including cash on hand of approximately $ 3.0 million. In addition, and subject to the achievement of certain Adjusted EBITDA metrics by December 31, 2021, the Company agreed to issue to Photo Paper Direct a maximum earnout of $ 6.0 million in cash and $ 2.0 million in the Company ’s common stock . The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 8,293 704,548 shares of common stock issued 11,075 Working capital adjustment 5,338 Estimated earnout liability 911 Total consideration $ 25,617 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 2,846 PP&E 86 Real Property 848 Working Capital 2,144 Trademarks (10 year useful life) 5,400 Goodwill (1) 14,293 Net assets acquired $ 25,617 (1) Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels. Pro Forma Information The following unaudited pro forma information illustrates the impact of the Photo Paper Direct acquisition on the Company’s net revenue for the three and six months ended June 30, 2021 and 2020. The acquisition of the Photo Paper Direct is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Photo Paper Direct net revenue 3,239 1,904 4,979 6,807 Net revenue pro forma $ 63,039 $ 70,092 $ 90,407 $ 123,131 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Photo Paper Direct operating income 570 281 1,033 2,114 Operating income (loss) pro forma $ (1,251 ) $ 4,749 $ (14,684 ) $ (21,172 ) 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. 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. As part of the acquisition of the Smash Assets, the sellers of the Smash Assets 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 in the first quarter of 2022, and year two, or calendar year 2022, will be due in the first quarter of 2023. 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. 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. 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 the earn-out payment with respect to the Smash Assets was approximately $22.5 million, representing a change of fair value impact of approximately $12.7 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Smash Assets was approximately $20.9 million, representing a change of fair value impact of approximately $16.6 million and $31.6 for the three and six months ended June 30, 2021. As part of the acquisition of the Healing Solutions Assets, Healing Solutions is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs: (i) prior to the date that is nine months following the Closing Date, the Company will issue 528,670 shares of its common stock to Healing Solutions; (ii) on or after the date that is nine months following the Closing Date but before the date that is 12 months following the Closing Date, the Company will issue 396,502 shares of common stock to Healing Solutions; or (iii) on or after the date that is 12 months following the Closing Date but before the date that is 15 months following the Closing Date (the date that is 15 months following the Closing Date, the “Earn-Out Termination Date”), the Company will issue 264,335 shares of common stock to Healing Solutions; or after 15 months, the Company will not have any obligation to issue any shares of its common stock to Healing Solutions. As of February 2, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Healing Solutions Assets was appropriately $16.5 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Healing Solutions Assets was approximately $10.5 million, representing a change of fair value impact of approximately $6.7 million for the three and six months ended June 30, 2021. As part of the acquisition of the Squatty Potty Assets, Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs in 12 months ending December 31, 2021 and the maximum payment amount is $3.9 million and if the termination of the transition service agreement is prior to the date that is six months following the Closing Date, an additional $3.9 million. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Squatty Potty Assets was appropriately $3.5 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Squatty Potty Assets was approximately $3.5 million, representing no change of fair value impact for the three and six months ended June 30, 2021. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Photo Paper Direct was appropriately $0.9 million. As of June 30, 2021, the fair value amount of the earn-out payment with respect to the Photo Paper Direct Assets was approximately $0.9 million, representing no change of fair value impact for the three and six months ended June 30, 2021. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of June 30, 2021: June 30, 2021 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—January 1, 2021 $ 22,531 $ — $ 22,531 Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares — 16,558 3,502 911 20,971 Change in fair value of contingent earn-out liabilities (1,589 ) (6,116 ) — — (7,704 ) Earn-out payments — — — — - Balance—June 30, 2021 $ 20,942 $ 10,442 $ 3,502 $ 911 $ 35,798 |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 11. GOODWILL AND INTANGIBLES The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and June 30, 2021 (in thousands): December 31, 2019 Year-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 December 31, 2020 Six Months Ended June 30, 2021 June 30, 2021 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 47,318 $ 71,301 $ — $ 118,619 $ — $ — $ 118,619 The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and June 30, 2021 (in thousands): December 31, 2019 Year-Ended December 31, 2020 December 31, 2020 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value 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 intangibles $ 333 $ 31,611 $ — $ 31,944 $ — $ (484 ) $ 31,460 December 31, 2020 Six Months Ended June 30, 2021 June 30, 2021 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 31,810 $ 34,791 $ — $ 66,601 $ — $ (3,192 ) $ 63,409 Non-competition agreement 111 9 — 120 — (19 ) 101 Transition services agreement 23 — — 23 — (23 ) 0 Customer relations — 5,700 — 5,700 — (95 ) 5,605 Total intangibles $ 31,944 $ 40,500 $ — $ 72,444 $ — $ (3,329 ) $ 69,115 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS High Trail Letter Agreements and Omnibus Amendment On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”). Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021. Pursuant to the August Letter Agreements, High Trail waived the events of default relating to the Company’s failure to satisfy the Adjusted EBITDA covenant under the April 2021 Notes, effective upon the payment in cash of $10.1 million of the Current Event of Default Acceleration Amount and the issuance of the shares of the Company’s common stock for the remaining $11.7 million of the Current Event of Default Acceleration Amount. The Company is paying High Trail an aggregate of $10.1 million in cash on August 9, 2021 and will, in accordance with the April 2021 Notes and the August Letter Agreements, pay the remaining $11.7 million of the Current Event of Default Acceleration Amount by issuing shares of common stock (with the number of shares calculated as described above) by August 11, 2021. In connection with the August Letter Agreements, on August 9, 2021, the Company also entered into an Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Omnibus Amendment”), whereby: (i) the Company agreed to increase the minimum cash threshold covenant in the April 2021 Notes from $ 15.0 million to $ 30.0 million through October 31, 2021; (ii) the Company agreed to add a liquidity covenant to the April 2021 Notes whereby it must have liquidity, on each day through October 31, 2021, calculated as (A) inventory, net, plus (B) accounts receivable, net (each determined in accordance with GAAP) in an aggregate minimum amount equal to $ 65.0 million less (C) any amount of cash and cash equivalents in excess of $ 30 million; (iii) the definition of “Permitted Investment” in the April 2021 Notes was modified such that the consent of High Trail is now required for certain merger and acquisition activity; (iv) the Company agreed that the exercise prices of the following warrants to purchase shares of the Company’s common stock previously issued to High Trail will be modified to be equal to the lesser of: (X) the closing price of the Company’s common stock on August 9, 2021 or (Y) the VWAP of the Company’s common stock on August 9, 2021: (1) that certain warrant to purchase an aggregate of 750,000 shares of the Company’s common stock with an exercise price of $ 33.56 issued on February 2, 2021; (2) that certain warrant to purchase an aggregate of 469,931 shares of the Company’s common stock an exercise price of $ 25.10 issued on February 9, 2021; and (3) those certain warrants to purchase an aggregate of 2,259,166 shares of the Company’s common stock with an exercise price of $ 31.74 issued on April 8, 2021; (v) High Trail agreed that it will not exercise the foregoing warrants prior to the day that is 60 days after a registration statement registering for resale the 2,666,667 shares of common stock the Company issued on June 15, 2021 is declared effective; and (vi) if, at any time on or after January 7, 2022, High Trail is unable to exercise such warrants due to the agreement described in clause (v), the Company agreed to pay High Trail, as liquidated damages, a cash payment that will be equal to (a) the weighted average price of the Company’s common stock on the date High Trail seeks to exercise any such warrants, minus the then-current exercise price of such warrants, multiplied by (b) the number of shares subject to the warrants that it then desires to exercise. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the Company’s audited consolidated financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, on March 16, 2021 (the “Annual Report”). In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of June 30, 2021, the results of operations for the three and six months ended June 30, 2020 and 2021, the statements of stockholders’ equity for the three and the six months ended June 30, 2020 and 2021, and cash flows for the six months ended June 30, 2020 and 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | Use of Estimates — Preparation of financial statements in conformity with 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 condensed 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, 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 condensed consolidated balance sheets and $2.0 million related to a U.S. customs bond. As of June 30, 2021, the Company has classified the following as restricted cash: $0.1 million related to its Chinese subsidiary within “other non-current assets” on the condensed consolidated balance sheets, and $2.0 million related to a letter of credit within “prepaid and other current assets” on the condensed consolidated balance sheets. |
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 . 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. 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: Three Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 53,693 0 $ 5,727 0 $ 345 0 $ 59,765 Other 35 — — 35 Total net revenue $ 53,728 $ 5,727 $ 345 $ 59,800 Three Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 67,155 $ — $ 108 $ 67,263 Other 925 — — 925 Total net revenue $ 68,080 $ — $ 108 $ 68,188 Six Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 78,901 $ 5,786 $ 706 $ 85,393 Other 35 — — 35 Total net revenue $ 78,936 $ 5,786 $ 706 $ 85,428 Six Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 113,297 $ 1,802 $ 290 $ 115,389 Other 935 — — 935 Total net revenue $ 114,232 $ 1,802 $ 290 $ 116,324 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 29,541 $ 26,842 Kitchen appliances 11,160 8,974 Health and beauty 5,170 1,821 Personal protective equipment 6,656 505 Cookware, kitchen tools and gadgets 1,984 5,548 Home office 1,199 2,711 Housewares 1,111 9,109 Essential oils and related accessories — 9,942 Other 2,634 2,628 Total net product revenue 59,455 68,080 PaaS 345 108 Total net revenue $ 59,800 $ 68,188 Six Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 39,418 $ 32,980 Kitchen appliances 18,185 21,124 Health and beauty 9,600 5,463 Personal protective equipment 6,656 1,659 Cookware, kitchen tools and gadgets 2,978 11,646 Home office 1,697 3,520 Housewares 2,523 16,291 Essential oils and related accessories — 17,295 Other 3,665 6,056 Total net product revenue 84,722 116,034 PaaS 706 290 Total net revenue $ 85,428 $ 116,324 |
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. On June 30, 2021, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility and term loans are carried at amortized cost at December 31, 2020 and June 30, 2021, and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. On June 30, 2021, the credit facility with MidCap Funding IV Trust (“MidCap”) was paid off and there was no balance. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. 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. As of June 30, 2021, as a result of amendment to the terms of the warrants, during the three months ended June 30, 2021, the warrants were classified as a component of equity (see Note 6). 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. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2020 and June 30, 2021 (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: Fair market value of warrant liability — — 31,821 Estimated fair value of contingent earn-out considerations — — 22,531 June 30, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 61,934 $ — $ — Restricted cash 2,129 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 35,798 Change in fair market value of warrant liability — — 34,589 Change in fair value of derivative liability — — 1,894 |
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. 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). rather than a reduction to the carrying value of the asset. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and will be effective for annual reporting periods beginning after December 15, 2022, with early adoption 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 condensed consolidated financial statements. 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 condensed 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” 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 condensed 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” 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 condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
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: Three Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 53,693 0 $ 5,727 0 $ 345 0 $ 59,765 Other 35 — — 35 Total net revenue $ 53,728 $ 5,727 $ 345 $ 59,800 Three Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 67,155 $ — $ 108 $ 67,263 Other 925 — — 925 Total net revenue $ 68,080 $ — $ 108 $ 68,188 Six Months Ended June 30, 2020 (in thousands) Direct Wholesale PaaS Total North America $ 78,901 $ 5,786 $ 706 $ 85,393 Other 35 — — 35 Total net revenue $ 78,936 $ 5,786 $ 706 $ 85,428 Six Months Ended June 30, 2021 (in thousands) Direct Wholesale PaaS Total North America $ 113,297 $ 1,802 $ 290 $ 115,389 Other 935 — — 935 Total net revenue $ 114,232 $ 1,802 $ 290 $ 116,324 |
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: Three Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 29,541 $ 26,842 Kitchen appliances 11,160 8,974 Health and beauty 5,170 1,821 Personal protective equipment 6,656 505 Cookware, kitchen tools and gadgets 1,984 5,548 Home office 1,199 2,711 Housewares 1,111 9,109 Essential oils and related accessories — 9,942 Other 2,634 2,628 Total net product revenue 59,455 68,080 PaaS 345 108 Total net revenue $ 59,800 $ 68,188 Six Months Ended June 30, 2020 2021 (in thousands) Heating, cooling and air quality $ 39,418 $ 32,980 Kitchen appliances 18,185 21,124 Health and beauty 9,600 5,463 Personal protective equipment 6,656 1,659 Cookware, kitchen tools and gadgets 2,978 11,646 Home office 1,697 3,520 Housewares 2,523 16,291 Essential oils and related accessories — 17,295 Other 3,665 6,056 Total net product revenue 84,722 116,034 PaaS 706 290 Total net revenue $ 85,428 $ 116,324 |
Summary of Financial Assets Measured at Fair Value | The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2020 and June 30, 2021 (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: Fair market value of warrant liability — — 31,821 Estimated fair value of contingent earn-out considerations — — 22,531 June 30, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 61,934 $ — $ — Restricted cash 2,129 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 35,798 Change in fair market value of warrant liability — — 34,589 Change in fair value of derivative liability — — 1,894 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Inventory on-hand $ 22,753 $ 54,798 Inventory in-transit 8,829 20,716 Inventory $ 31,582 $ 75,514 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Summary of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Prepaid inventory $ 4,361 $ 5,319 Restricted cash 3,250 2,000 Prepaid insurance 1,504 2,507 Other 1,996 2,890 Prepaid and other current assets $ 11,111 $ 12,716 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) Accrued compensation costs $ 293 $ 98 Accrued professional fees and consultants 483 1,723 Accrued logistics costs 1,068 2,376 Product related accruals 3,221 2,910 Sales tax payable 457 739 Sales return reserve 547 1,155 Insurance financing 476 — Accrued fulfillment expense 381 1,073 Accrued insurance 476 1,844 Federal payroll taxes payable 330 1,162 Accrued interest payable 137 903 Transition services payable to seller — 8,231 All other accruals 471 2,459 Accrued and other current liabilities $ 8,340 $ 24,673 |
Credit Facility and Term Loans
Credit Facility and Term Loans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Interest Expense, Net | Interest expense, net consisted of the following for the three and six months ended June 30, 2020 and 2021: Three Months Ended Six Months Ended June 30, 2020 June 30, 2021 June 30, 2020 June 30, 2021 (in thousands) (in thousands) Interest expense $ 1,084 $ 4,802 $ 2,217 $ 9,552 Interest income (7 ) (127 ) (31 ) (460 ) Total Interest expense, net $ 1,077 $ 4,675 $ 2,186 $ 9,092 |
High Trail Loan December 2020 Note | |
Schedule of Credit Facility and Term Loans | The December 2020 Note consisted of the following as of December 31, 2020: December 31, 2020 (in thousands) December 2020 Note $ 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 December 2020 Note 58,083 Less-current portion (21,600 ) Term loan-non current portion $ 36,483 |
High Trail April 2021 Note | |
Schedule of Credit Facility and Term Loans | June 30, 2021 (in thousands) April 2021 Note $ 110,000 Less: deferred debt issuance costs (2,089 ) Less: discount associated with issuance of warrants (37,014 ) April 2021 Note 70,897 Derivative liability related to term loan 1,894 April 2021 Note $ 72,791 |
MidCap Credit Facility | |
Schedule of Credit Facility and Term Loans | The Company’s credit facility consisted of the following as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 (in thousands) MidCap Credit Facility $ 12,905 $ — Less: deferred debt issuance costs (702 ) — Less: discount associated with issuance of warrants (13 ) — Total MidCap Credit Facility $ 12,190 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity | The following is a summary of stock option activity during the six months ended June 30, 2021: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2021 1,570,728 $ 9.09 7.71 $ 12,756 Options granted — $ — — $ — Options exercised (978,495 ) $ 9.01 — $ — Options cancelled (29,705 ) $ 9.23 — $ — Balance—June 30, 2021 562,528 $ 9.21 7.31 $ 3,049 Exercisable as of June 30, 2021 467,528 $ 9.12 7.26 $ 2,574 Vested and expected to vest as of June 30, 2021 562,528 $ 9.21 7.31 $ 3,049 |
Summary of Restricted Stock Award Activity | A summary of restricted stock award activity within the Company’s equity plans and changes for the six months ended June 30, 2021 is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2021 3,259,389 $ 13.51 Granted 1,895,642 $ 16.15 Vested (1,460,312 ) $ 15.68 Forfeited (258,971 ) $ 13.53 Nonvested at June 30, 2021 3,435,748 $ 13.88 |
Summary of Total Stock-based Compensation Expense by Function | The following table summarizes the total stock-based compensation expense by function, including expense related to consultants, for the three and six months ended June 30, 2020 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Sales and distribution expenses $ (579 ) $ 1,569 $ 1,013 $ 2,524 Research and development expenses 1,179 1,221 2,452 2,104 General and administrative expenses 4,571 2,072 9,145 7,132 Total stock-based compensation expense $ 5,171 $ 4,862 $ 12,610 $ 11,760 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net loss $ (2,937 ) $ (36,306 ) $ (17,967 ) $ (118,859 ) Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted 15,425,312 29,547,781 15,308,966 27,886,582 Net loss per share, basic and diluted $ (0.19 ) $ (1.23 ) $ (1.17 ) $ (4.26 ) |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
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) as of June 30, 2021: June 30, 2021 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—January 1, 2021 $ 22,531 $ — $ 22,531 Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares — 16,558 3,502 911 20,971 Change in fair value of contingent earn-out liabilities (1,589 ) (6,116 ) — — (7,704 ) Earn-out payments — — — — - Balance—June 30, 2021 $ 20,942 $ 10,442 $ 3,502 $ 911 $ 35,798 |
Healing Solutions LLC | |
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 preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 15,280 1,387,759 shares of common stock issued 39,454 Estimated common share consideration for inventory 5,285 Estimated earnout liability 11,273 Total consideration $ 71,292 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 8,215 Working Capital 202 Trademarks (10 year useful life) 22,900 Goodwill 39,975 Net assets acquired $ 71,292 |
Pro Forma Information | The acquisition of the Healing Solutions Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Healing Solutions net revenue 23,649 — 38,072 4,600 Net revenue pro forma $ 83,449 $ 68,188 $ 123,500 $ 120,924 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Healing Solutions operating income 4,139 — 5,143 382 Operating income (loss) pro forma $ 2,318 $ 4,468 $ (10,574 ) $ (22,904 ) |
Squatty Potty, LLC | |
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 preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 19,040 Transition services payments 8,231 Estimated earnout liability 3,502 Total consideration $ 30,773 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 1,471 Working Capital 230 Trademarks (10 year useful life) 6,500 Customer Relationships 5,700 Goodwill (1) 16,872 Net assets acquired $ 30,773 |
Pro Forma Information | The acquisition of the Squatty Potty Assets is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Squatty Potty net revenue 2,673 1,466 5,398 6,024 Net revenue pro forma $ 62,473 $ 69,654 $ 90,826 $ 122,348 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Squatty Potty operating income 622 301 909 1,772 Operating income (loss) pro forma $ (1,199 ) $ 4,769 $ (14,808 ) $ (21,514 ) |
Photo Paper Direct Ltd. | |
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 preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 8,293 704,548 shares of common stock issued 11,075 Working capital adjustment 5,338 Estimated earnout liability 911 Total consideration $ 25,617 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 2,846 PP&E 86 Real Property 848 Working Capital 2,144 Trademarks (10 year useful life) 5,400 Goodwill (1) 14,293 Net assets acquired $ 25,617 (1) Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels. |
Pro Forma Information | The acquisition of the Photo Paper Direct is reflected in the following pro forma information as if the acquisition had occurred on January 1, 2020. Three Months Ended June 30, Six Months Ended June 30, 2020 2021 2020 2021 (in thousands) (in thousands) Net revenue as reported $ 59,800 $ 68,188 $ 85,428 $ 116,324 Photo Paper Direct net revenue 3,239 1,904 4,979 6,807 Net revenue pro forma $ 63,039 $ 70,092 $ 90,407 $ 123,131 Operating income (loss) as reported $ (1,821 ) $ 4,468 $ (15,717 ) $ (23,286 ) Photo Paper Direct operating income 570 281 1,033 2,114 Operating income (loss) pro forma $ (1,251 ) $ 4,749 $ (14,684 ) $ (21,172 ) |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and June 30, 2021 (in thousands): December 31, 2019 Year-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 December 31, 2020 Six Months Ended June 30, 2021 June 30, 2021 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 47,318 $ 71,301 $ — $ 118,619 $ — $ — $ 118,619 |
Summary of Changes in Intangible Assets | The following tables summarize the changes in the Company’s intangible assets as of December 31, 2020 and June 30, 2021 (in thousands): December 31, 2019 Year-Ended December 31, 2020 December 31, 2020 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value 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 intangibles $ 333 $ 31,611 $ — $ 31,944 $ — $ (484 ) $ 31,460 December 31, 2020 Six Months Ended June 30, 2021 June 30, 2021 Gross Carrying Amount Additions Impairments Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 31,810 $ 34,791 $ — $ 66,601 $ — $ (3,192 ) $ 63,409 Non-competition agreement 111 9 — 120 — (19 ) 101 Transition services agreement 23 — — 23 — (23 ) 0 Customer relations — 5,700 — 5,700 — (95 ) 5,605 Total intangibles $ 31,944 $ 40,500 $ — $ 72,444 $ — $ (3,329 ) $ 69,115 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 10, 2021 | Jun. 30, 2021 |
Private Placement | ||
Organization And Description Of Business [Line Items] | ||
Sale of stock, Number of shares issued in transaction | 2,666,667 | |
Sale of stock, price per share | $ 15 | |
Sale of stock, proceeds net of offering costs | $ 36.7 | |
Healing Solutions LLC | ||
Organization And Description Of Business [Line Items] | ||
Effective date of acquisition | Feb. 2, 2021 | |
Squatty Potty, LLC | ||
Organization And Description Of Business [Line Items] | ||
Effective date of acquisition | May 5, 2021 | |
Photo Paper Direct Ltd. | ||
Organization And Description Of Business [Line Items] | ||
Effective date of acquisition | May 5, 2021 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
U.S. Customs Bond | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | $ 2 | |
Other Noncurrent Assets | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | $ 0.1 | $ 0.1 |
Prepaid Expenses and Other Current Assets | Letter of Credit | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | $ 2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Sales Channel and Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 68,188 | $ 59,800 | $ 116,324 | $ 85,428 |
Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 68,080 | 53,728 | 114,232 | 78,936 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 5,727 | 1,802 | 5,786 | |
PaaS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 108 | 345 | 290 | 706 |
North America | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 67,263 | 59,765 | 115,389 | 85,393 |
North America | Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 67,155 | 53,693 | 113,297 | 78,901 |
North America | Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 5,727 | 1,802 | 5,786 | |
North America | PaaS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 108 | 345 | 290 | 706 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 925 | 35 | 935 | 35 |
Other | Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 925 | $ 35 | $ 935 | $ 35 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Product Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 68,188 | $ 59,800 | $ 116,324 | $ 85,428 |
Product Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 68,080 | 59,455 | 116,034 | 84,722 |
Product Revenue | Heating, Cooling and Air Quality | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 26,842 | 29,541 | 32,980 | 39,418 |
Product Revenue | Kitchen Appliances | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 8,974 | 11,160 | 21,124 | 18,185 |
Product Revenue | Health and Beauty | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 1,821 | 5,170 | 5,463 | 9,600 |
Product Revenue | Personal Protective Equipment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 505 | 6,656 | 1,659 | 6,656 |
Product Revenue | Cookware, Kitchen Tools and Gadgets | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 5,548 | 1,984 | 11,646 | 2,978 |
Product Revenue | Home Office | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 2,711 | 1,199 | 3,520 | 1,697 |
Product Revenue | Housewares | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 9,109 | 1,111 | 16,291 | 2,523 |
Product Revenue | Essential Oils and Related Accessories | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 9,942 | 17,295 | ||
Product Revenue | Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | 2,628 | 2,634 | 6,056 | 3,665 |
PaaS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenue | $ 108 | $ 345 | $ 290 | $ 706 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 | Cash and Cash Equivalents | ||
Assets: | ||
Assets | $ 61,934 | $ 26,718 |
Level 1 | Restricted Cash | ||
Assets: | ||
Assets | 2,129 | 3,379 |
Level 3 | Fair Market Value of Warrant Liability | ||
Liabilities: | ||
Liabilities | 31,821 | |
Level 3 | Estimated Fair Value of Contingent Earn-out Considerations | ||
Liabilities: | ||
Liabilities | 35,798 | $ 22,531 |
Level 3 | Change in Fair Market Value of Warrant Liability | ||
Liabilities: | ||
Liabilities | 34,589 | |
Level 3 | Change in Fair Value of Derivative Liability | ||
Liabilities: | ||
Liabilities | $ 1,894 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand | $ 54,798 | $ 22,753 |
Inventory in-transit | 20,716 | 8,829 |
Inventory | $ 75,514 | $ 31,582 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand held by Amazon | $ 13.2 | $ 5.3 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid inventory | $ 5,319 | $ 4,361 |
Restricted cash | 2,000 | 3,250 |
Prepaid insurance | 2,507 | 1,504 |
Other | 2,890 | 1,996 |
Prepaid and other current assets | $ 12,716 | $ 11,111 |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 98 | $ 293 |
Accrued professional fees and consultants | 1,723 | 483 |
Accrued logistics costs | 2,376 | 1,068 |
Product related accruals | 2,910 | 3,221 |
Sales tax payable | 739 | 457 |
Sales return reserve | 1,155 | 547 |
Insurance financing | 476 | |
Accrued fulfillment expense | 1,073 | 381 |
Accrued insurance | 1,844 | 476 |
Federal payroll taxes payable | 1,162 | 330 |
Accrued interest payable | 903 | 137 |
Transition services payable to seller | 8,231 | |
All other accruals | 2,459 | 471 |
Accrued and other current liabilities | $ 24,673 | $ 8,340 |
Credit Facility and Term Loan_2
Credit Facility and Term Loans - Schedule of Credit Facility and Term Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total MidCap Credit Facility | $ 12,190 | |
Less-current portion | $ (72,791) | (21,600) |
Term loan-non current portion | 36,483 | |
MidCap Credit Facility | ||
Debt Instrument [Line Items] | ||
MidCap Credit Facility | 12,905 | |
Less: deferred debt issuance costs | (702) | |
Less: discount associated with issuance of warrants | (13) | |
Total MidCap Credit Facility | 12,190 | |
High Trail Loan December 2020 Note | ||
Debt Instrument [Line Items] | ||
High Trail Note | 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 Note | 58,083 | |
Less-current portion | (21,600) | |
Term loan-non current portion | $ 36,483 | |
High Trail April 2021 Note | ||
Debt Instrument [Line Items] | ||
High Trail Note | 110,000 | |
Less: deferred debt issuance costs | (2,089) | |
Less: discount associated with issuance of warrants | (37,014) | |
Total High Trail Note | 70,897 | |
Derivative liability related to term loan | 1,894 | |
Total High Trail Note | $ 72,791 |
Credit Facility and Term Loan_3
Credit Facility and Term Loans - Additional Information (Details) | Apr. 08, 2021USD ($)shares | Feb. 08, 2021USD ($)shares | Feb. 02, 2021USD ($) | Dec. 01, 2020USD ($)InstallmentTradingDay$ / sharesshares | Nov. 23, 2018USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ (29,772,000) | $ (29,772,000) | |||||||||
Interest expense from credit facility | 100,000 | $ 600,000 | 400,000 | $ 1,200,000 | |||||||
Expense related to debt issuance costs | 100,000 | 200,000 | 100,000 | 400,000 | |||||||
Repaying of term loan | 59,500,000 | ||||||||||
Interest expense | 4,802,000 | $ 1,084,000 | 9,552,000 | 2,217,000 | |||||||
Change in fair value impact of warrant liability | 4,387,000 | 34,589,000 | |||||||||
Restricted Stock Awards | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | 4,100,000 | 4,100,000 | |||||||||
February Warrant, Penny Warrant and Additional Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Reclassification from a liability to component of equity | 80,000,000 | ||||||||||
Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gross proceeds received | $ 14,800,000 | ||||||||||
Horizon Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility maximum borrowing amount | $ 15,000,000 | ||||||||||
Debt instrument maturity month and year | 2023-01 | ||||||||||
Repaying of term loan | $ 15,000,000 | ||||||||||
Interest expense | 0 | 1,000,000 | |||||||||
Amortization of debt issuance costs | 0 | $ 100,000 | |||||||||
High Trail Loan December 2020 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | $ 1,100,000 | ||||||||||
Amortization of debt issuance costs | 200,000 | ||||||||||
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 | ||||||||||
Line of credit facility covenant minimum liquidity requirement in unrestricted cash on hand | $ 10,000,000 | ||||||||||
High Trail Loan December 2020 Note | December Warrant | |||||||||||
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 | ||||||||||
Warrant exercisable to common stock percentage | 200.00% | ||||||||||
Warrants consecutive trading days | TradingDay | 20 | ||||||||||
Warrants exercisable date | Jun. 1, 2021 | ||||||||||
Fair value on issuance | $ 10,500,000 | ||||||||||
Change in fair value impact of warrant liability | 21,300,000 | ||||||||||
High Trail Loan December 2020 Note | December Warrant | Fair Market Value of Warrant Liability | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Liabilities | 31,800,000 | ||||||||||
High Trail December 2020 and February 2021 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense | 300,000 | 4,100,000 | |||||||||
Amortization of debt issuance costs | 500,000 | 500,000 | |||||||||
Change in fair value impact of warrant liability | 4,400,000 | 34,600,000 | |||||||||
High Trail April 2021 Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | 29,700,000 | $ 29,700,000 | |||||||||
High Trail Amendments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value on issuance | $ 10,900,000 | ||||||||||
Exercise of warrants for common stock shares issued | shares | 134,348 | ||||||||||
High Trail Amendments | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Beneficial ownership limit, percentage | 4.99% | ||||||||||
High Trail Amendments | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Beneficial ownership limit, percentage | 9.99% | ||||||||||
Securities Purchase Agreement | High Trail February 2021 Note | 0% Coupon Senior Secured Promissory Note | Investor | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 16,500,000 | ||||||||||
Interest rate | 0.00% | ||||||||||
Maturity date | Feb. 1, 2023 | ||||||||||
Securities Purchase Agreement | High Trail Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash payments | $ 57,700,000 | ||||||||||
Securities Purchase Agreement | High Trail Loans | Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants to purchase shares | shares | 2,259,166 | ||||||||||
Securities Purchase Agreement | High Trail Loans | Senior Secured Promissory Notes | Private Placement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 110,000,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Apr. 8, 2024 | ||||||||||
High Trail Letter Agreement | December Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise of common stock subject to warrant shares | shares | 980,000 | ||||||||||
Payment for exercise of warrant shares | $ 8,800,000 | ||||||||||
Percent of average daily trading volume | 10.00% | ||||||||||
High Trail Letter Agreement | Penny Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment for unexercised portion of warrant | $ 17,000,000 | ||||||||||
High Trail Letter Agreement | Common Stock | December Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants to purchase shares | shares | 750,000 | ||||||||||
High Trail Letter Agreement | Common Stock | Penny Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants to purchase shares | shares | 1,884,133 | ||||||||||
April Letter Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Common stock shares issued | shares | 130,000 | ||||||||||
SPA Amendment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant amendment description | The Warrant Amendments amend the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated. | ||||||||||
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 | ||||||||||
Line of credit, outstanding | 0 | $ 0 | 12,900,000 | ||||||||
Available balance of credit facility | $ 1,400,000 | ||||||||||
Loss on extinguishment of debt | $ (1,500,000) | (1,500,000) | |||||||||
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% | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ (1,532,000) | ||||||||||
Revolving Credit Facility | Terminated Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment fee, percentage | 4.30% |
Credit Facility and Term Loan_4
Credit Facility and Term Loans - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 4,802 | $ 1,084 | $ 9,552 | $ 2,217 |
Interest income | (127) | (7) | (460) | (31) |
Total Interest expense, net | $ 4,675 | $ 1,077 | $ 9,092 | $ 2,186 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Mar. 12, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options exercisable period | 10 years | ||
Total unrecognized compensation expense related to unvested options | $ 1.5 | ||
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period | 4 months 6 days | ||
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 | 1 year 7 months 17 days | 10 months 24 days | |
Shares forfeited | 371,320 | 258,971 | |
Total unrecognized compensation expense related to unvested shares of restricted common stock | $ 33.9 | $ 9.1 | |
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% | ||
Aterian 2014 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 60,509 | ||
2018 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | 341,397 | ||
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 | 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 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 Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Number of Options, Shares, Beginning Balance | 1,570,728 | |
Options Outstanding, Number of Options, Exercised, Shares | (978,495) | |
Options Outstanding, Number of Options, Cancelled, Shares | (29,705) | |
Options Outstanding, Number of Options, Shares, Ending Balance | 562,528 | 1,570,728 |
Options Outstanding, Number of Options Exercisable, Shares, as of June 30, 2021 | 467,528 | |
Options Outstanding, Number of Options, Vested and expected to vest, Shares as of June 30, 2021 | 562,528 | |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 9.09 | |
Options Outstanding, Weighted Average Exercise Price, Exercised | 9.01 | |
Options Outstanding, Weighted Average Exercise Price, Cancelled | 9.23 | |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | 9.21 | $ 9.09 |
Options Outstanding, Weighted Average Exercise Price, Exercisable as of June 30, 2021 | 9.12 | |
Options Outstanding, Weighted Average Exercise Price, Vested and expected to vest as of June 30, 2021 | $ 9.21 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 21 days | 7 years 8 months 15 days |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Exercisable as of June 30, 2021 | 7 years 3 months 3 days | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Vested and expected to vest as of June 30, 2021 | 7 years 3 months 21 days | |
Options Outstanding, Aggregate Intrinsic Value, Beginning Balance | $ 12,756 | |
Options Outstanding, Aggregate Intrinsic Value, Ending Balance | 3,049 | $ 12,756 |
Options Outstanding, Aggregate Intrinsic Value, Exercisable as of June 30, 2021 | 2,574 | |
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest as of June 30, 2021 | $ 3,049 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock - $ / shares | Mar. 12, 2020 | Jun. 30, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Nonvested at January 1, 2021 | 3,259,389 | |
Shares, Granted | 1,895,642 | |
Shares, Vested | (1,460,312) | |
Shares, Forfeited | (371,320) | (258,971) |
Shares, Nonvested at June 30, 2021 | 3,435,748 | |
Weighted Average Grant-Date Fair Value, Nonvested at January 1, 2021 | $ 13.51 | |
Weighted Average Grant-Date Fair Value, Granted | 16.15 | |
Weighted Average Grant-Date Fair Value, Vested | 15.68 | |
Weighted Average Grant-Date Fair Value, Forfeited | 13.53 | |
Weighted Average Grant-Date Fair Value, Nonvested at June 30, 2021 | $ 13.88 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,862 | $ 5,171 | $ 11,760 | $ 12,610 |
Sales and Distribution Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,569 | (579) | 2,524 | 1,013 |
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,221 | 1,179 | 2,104 | 2,452 |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,072 | $ 4,571 | $ 7,132 | $ 9,145 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (36,306) | $ (2,937) | $ (118,859) | $ (17,967) |
Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted | 29,547,781 | 15,425,312 | 27,886,582 | 15,308,966 |
Net loss per share, basic and diluted | $ (1.23) | $ (0.19) | $ (4.26) | $ (1.17) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | May 02, 2021USD ($)Installment | Jun. 30, 2021USD ($) | Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($) | May 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Commitment And Contingencies [Line Items] | ||||||
Sales tax payable current | $ 739 | $ 457 | ||||
Settlement Agreement | ||||||
Commitment And Contingencies [Line Items] | ||||||
Agreement date | May 2, 2021 | |||||
Payment to suppliers | $ 3,000 | |||||
Number of installments | Installment | 3 | |||||
Prepaid assets | 4,100 | |||||
Settlement Agreement | First Payment | ||||||
Commitment And Contingencies [Line Items] | ||||||
Payment to suppliers | $ 1,000 | |||||
Settlement received | $ 1,000 | |||||
Settlement Agreement | Second Payment | Forecast | ||||||
Commitment And Contingencies [Line Items] | ||||||
Payment to suppliers | $ 1,000 | |||||
Settlement Agreement | Third Payment | Forecast | ||||||
Commitment And Contingencies [Line Items] | ||||||
Payment to suppliers | $ 1,000 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) | May 06, 2021USD ($) | May 05, 2021USD ($)shares | Feb. 02, 2021USD ($)shares | Dec. 01, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2022USD ($) |
Business Acquisition [Line Items] | |||||||||
Common stock issued | $ 3,000 | $ 3,000 | $ 3,000 | ||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 9,800,000 | ||||||||
Change in fair value of contingent earn-out liabilities | (23,349,000) | (7,704,000) | |||||||
Business combination, contingent consideration earn out amount | 35,798,000 | 35,798,000 | 22,531,000 | ||||||
Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment in cash | $ 15,300,000 | ||||||||
Business acquisition shares issued/issuable | shares | 1,387,759 | ||||||||
Withheld of cash purchase price to serve collateral for sellers payment | $ 2,000,000 | ||||||||
Withheld of cash purchase price payment period | within 60 days of the Closing Date | ||||||||
Business combination, acquired receivables, description | The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. | ||||||||
Business acquisition, inventory acquired | $ 5,285,000 | ||||||||
Business acquisition, cash on hand payment | 15,280,000 | ||||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 16,500,000 | ||||||||
Business combination contingent consideration earnout fair value | 10,500,000 | 10,500,000 | |||||||
Change in fair value of contingent earn-out liabilities | 6,700,000 | 6,700,000 | |||||||
Business combination, contingent consideration earn out amount | 10,442,000 | 10,442,000 | |||||||
Squatty Potty, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment in cash | $ 19,000,000 | ||||||||
Business acquisition, inventory acquired | 1,100,000 | ||||||||
Business acquisition, cash on hand payment | 19,040,000 | ||||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 3,500,000 | ||||||||
Business combination contingent consideration earnout fair value | 3,500,000 | 3,500,000 | |||||||
Change in fair value of contingent earn-out liabilities | 0 | 0 | |||||||
Business combination, contingent consideration earn out amount | 3,502,000 | 3,502,000 | |||||||
Squatty Potty, LLC | Forecast | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, earnout payments | $ 4,000,000 | ||||||||
Business acquisition, payment for transition services | 8,000,000 | ||||||||
Photo Paper Direct Ltd. | |||||||||
Business Acquisition [Line Items] | |||||||||
Payment in cash | $ 8,300,000 | ||||||||
Business acquisition shares issued/issuable | shares | 704,548 | ||||||||
Business acquisition, cash on hand payment | $ 8,293,000 | ||||||||
Acquisition date, initial fair value anoint of earn-out payment | 900,000 | ||||||||
Business combination contingent consideration earnout fair value | 900,000 | 900,000 | |||||||
Change in fair value of contingent earn-out liabilities | 0 | 0 | |||||||
Business combination, contingent consideration earn out amount | 911,000 | 911,000 | |||||||
Photo Paper Direct Ltd. | Inventory and Other Working Capital Assets, Including Cash on Hand | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, assets acquired | 5,400,000 | ||||||||
Business acquisition, cash on hand payment | $ 3,000,000 | ||||||||
Photo Paper Direct Ltd. | Forecast | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, earnout payments | 6,000,000 | ||||||||
Common stock issued | $ 2,000,000 | ||||||||
Smash Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 4,220,000 | ||||||||
Total consideration | $ 25,000,000 | ||||||||
Shares issued, price per share | $ / shares | $ 6.89 | ||||||||
Value of certain inventory | $ 15,600,000 | ||||||||
Business combination, contingent consideration earn out amount | 20,942,000 | $ 20,942,000 | 22,531,000 | ||||||
Smash Assets | Sellers Brokers | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 164,000 | ||||||||
Common Stock | Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 1,387,759 | ||||||||
Entitled to receive number of shares of common stock | shares | 170,042 | ||||||||
Common Stock | Healing Solutions LLC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Entitled to receive number of shares of common stock | shares | 280,000 | ||||||||
Common Stock | Photo Paper Direct Ltd. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 704,500 | ||||||||
After 15 Months Following Closing Date | Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 0 | ||||||||
After 15 Months Following Closing Date | Common Stock | Healing Solutions LLC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Entitled to receive number of shares of common stock | shares | 528,670 | ||||||||
Year One Earn-Out | Smash Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination contingent consideration earnout fair value | 20,900,000 | $ 20,900,000 | 22,500,000 | ||||||
Change in fair value of contingent earn-out liabilities | 16,600,000 | $ 31,600,000 | $ 12,700,000 | ||||||
Year One Earn-Out | Smash Assets | 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 | $ 15,500,000 | ||||||||
Business combination, contingent consideration earn out amount, maximum | 18,500,000 | ||||||||
Business combination contingent consideration arrangements earn out maximum | $ 5,000,000 | ||||||||
Year Two Earn-Out | Smash Assets | Forecast | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, contingent consideration earn out amount, maximum | $ 15,500,000 | ||||||||
Business combination contingent consideration earn out generated amount | 500,000 | ||||||||
Business combination contingent consideration subject to cap | 27,500,000 | ||||||||
Business combination contingent consideration entitled to receive amount in cash equal to shares | $ 100,000 | ||||||||
Nine Months Following Closing Date | Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 528,670 | ||||||||
After Nine Months But Before 12 Months Following Closing Date | Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 396,502 | ||||||||
After12 Months But Before 15 Months Following Closing Date | Healing Solutions LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition shares issued/issuable | shares | 264,335 | ||||||||
Event Occurs in 12 Months Ending 12/31/2021 | Squatty Potty, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, contingent consideration earn out amount, maximum | 3,900,000 | $ 3,900,000 | |||||||
Event Occurs in Six Months Following Closing Date | Squatty Potty, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, contingent consideration earn out amount | $ 3,900,000 | $ 3,900,000 |
Acquisition - Preliminary Alloc
Acquisition - Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Details) - USD ($) $ in Thousands | May 05, 2021 | Feb. 02, 2021 |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
Cash purchase price | $ 15,280 | |
Shares of common stock issued | 39,454 | |
Estimated common share consideration for inventory | 5,285 | |
Estimated earnout liability | 11,273 | |
Total consideration | $ 71,292 | |
Squatty Potty, LLC | ||
Business Acquisition [Line Items] | ||
Cash purchase price | $ 19,040 | |
Estimated common share consideration for inventory | 1,100 | |
Transition services payments | 8,231 | |
Estimated earnout liability | 3,502 | |
Total consideration | 30,773 | |
Photo Paper Direct Ltd. | ||
Business Acquisition [Line Items] | ||
Cash purchase price | 8,293 | |
Shares of common stock issued | 11,075 | |
Working capital adjustment | 5,338 | |
Estimated earnout liability | 911 | |
Total consideration | $ 25,617 |
Acquisition - Preliminary All_2
Acquisition - Preliminary Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Parenthetical) (Details) - shares | May 05, 2021 | Feb. 02, 2021 |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
Business acquisition shares issued | 1,387,759 | |
Photo Paper Direct Ltd. | ||
Business Acquisition [Line Items] | ||
Business acquisition shares issued | 704,548 |
Acquisition - Amounts Assigned
Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | May 05, 2021 | Feb. 02, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 118,619 | $ 47,318 | ||
Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 39,975 | |||
Net assets acquired | 71,292 | |||
Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 16,872 | |||
Net assets acquired | 30,773 | |||
Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 14,293 | |||
Net assets acquired | 25,617 | |||
Inventory | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 8,215 | |||
Inventory | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,471 | |||
Inventory | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,846 | |||
Working Capital | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 202 | |||
Working Capital | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 230 | |||
Working Capital | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,144 | |||
Trademarks | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 22,900 | |||
Trademarks | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 6,500 | |||
Trademarks | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 5,400 | |||
Customer Relations | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 5,700 | |||
PP&E | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 86 | |||
Real Property | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 848 |
Acquisition - Amounts Assigne_2
Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Parenthetical) (Details) - Trademarks | May 06, 2021 | Feb. 02, 2021 |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 10 years | |
Squatty Potty, LLC | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 10 years | |
Photo Paper Direct Ltd. | ||
Business Acquisition [Line Items] | ||
Useful life (in years) | 10 years |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Net revenue as reported | $ 68,188 | $ 59,800 | $ 116,324 | $ 85,428 |
Operating income (loss) as reported | 4,468 | (1,821) | (23,286) | (15,717) |
Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 23,649 | 4,600 | 38,072 | |
Net revenue pro forma | 68,188 | 83,449 | 120,924 | 123,500 |
Operating income | 4,139 | 382 | 5,143 | |
Operating income (loss) pro forma | 4,468 | 2,318 | (22,904) | (10,574) |
Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 1,466 | 2,673 | 6,024 | 5,398 |
Net revenue pro forma | 69,654 | 62,473 | 122,348 | 90,826 |
Operating income | 301 | 622 | 1,772 | 909 |
Operating income (loss) pro forma | 4,769 | (1,199) | (21,514) | (14,808) |
Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Net revenue | 1,904 | 3,239 | 6,807 | 4,979 |
Net revenue pro forma | 70,092 | 63,039 | 123,131 | 90,407 |
Operating income | 281 | 570 | 2,114 | 1,033 |
Operating income (loss) pro forma | $ 4,749 | $ (1,251) | $ (21,172) | $ (14,684) |
Acquisition - Summary of Change
Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Beginning Balance | $ 22,531 |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 20,971 |
Change in fair value of contingent earn-out liabilities | (7,704) |
Ending Balance | 35,798 |
Smash Assets | |
Business Acquisition [Line Items] | |
Beginning Balance | 22,531 |
Change in fair value of contingent earn-out liabilities | (1,589) |
Ending Balance | 20,942 |
Healing Solutions LLC | |
Business Acquisition [Line Items] | |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 16,558 |
Change in fair value of contingent earn-out liabilities | (6,116) |
Ending Balance | 10,442 |
Squatty Potty, LLC | |
Business Acquisition [Line Items] | |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 3,502 |
Ending Balance | 3,502 |
Photo Paper Direct Ltd. | |
Business Acquisition [Line Items] | |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 911 |
Ending Balance | $ 911 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes in Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill Disclosure [Abstract] | ||
Gross Carrying Amount | $ 47,318 | $ 745 |
Additions | 71,301 | 46,573 |
Gross Carrying Amount | 118,619 | 47,318 |
Net Book Value | $ 118,619 | $ 47,318 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Changes in Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,944 | $ 333 |
Additions | 40,500 | 31,611 |
Gross Carrying Amount | 72,444 | 31,944 |
Accumulated Amortization | (3,329) | (484) |
Net Book Value | 69,115 | 31,460 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,810 | 310 |
Additions | 34,791 | 31,500 |
Gross Carrying Amount | 66,601 | 31,810 |
Accumulated Amortization | (3,192) | (442) |
Net Book Value | 63,409 | 31,368 |
Non-Competition Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 111 | 11 |
Additions | 9 | 100 |
Gross Carrying Amount | 120 | 111 |
Accumulated Amortization | (19) | (19) |
Net Book Value | 101 | 92 |
Transition Services Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23 | 12 |
Additions | 11 | |
Gross Carrying Amount | 23 | 23 |
Accumulated Amortization | (23) | $ (23) |
Net Book Value | 0 | |
Customer Relations | ||
Finite Lived Intangible Assets [Line Items] | ||
Additions | 5,700 | |
Gross Carrying Amount | 5,700 | |
Accumulated Amortization | (95) | |
Net Book Value | $ 5,605 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Aug. 09, 2021 | Jun. 15, 2021 | Apr. 08, 2021 | Feb. 09, 2021 | Feb. 02, 2021 | Jun. 30, 2021 | Aug. 11, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||||||
Cash and cash equivalents | $ 61,934,000 | $ 17,189,000 | ||||||
Warrant to purchase an aggregate shares common stock | 2,259,166 | 469,931 | 750,000 | |||||
Common stock an exercise price | $ 31.74 | $ 25.10 | $ 33.56 | |||||
Warrants exercise period after resale | 60 days | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Accrued, Unpaid interest | $ 300,000 | |||||||
Accounts receivable, net | $ 65,000,000 | |||||||
Common stock shares issued | 2,666,667 | |||||||
Minimum | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Increase minimum cash threshold covenant | $ 15,000,000 | |||||||
Cash and cash equivalents | 30,000,000 | |||||||
Maximum | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Increase minimum cash threshold covenant | 30,000,000 | |||||||
High Trail April 2021 Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Event of default description | On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”). | |||||||
Description of current event of default acceleration payment | Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021. | |||||||
High Trail April 2021 Note | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Accelerated principal amount | 18,700,000 | |||||||
Debt instrument redemption amount | $ 21,500,000 | |||||||
Debt instrument redemption price percentage | 115.00% | |||||||
Base percentage used to calculate current event of default acceleration | 0.80 | |||||||
High Trail April 2021 Note | Minimum | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument default amount | $ 12,000,000 | |||||||
High Trail April 2021 Notes | Letter Agreements | Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Payment in shares of current event of default acceleration amount | $ 11,700,000 | |||||||
High Trail April 2021 Notes | Subsequent Event | Letter Agreements | ||||||||
Subsequent Event [Line Items] | ||||||||
Payment in cash of current event of default acceleration amount | 10,100,000 | |||||||
Payment in shares of current event of default acceleration amount | $ 11,700,000 |