Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40263 | ||
Entity Registrant Name | Grove Collaborative Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-2840659 | ||
Entity Address, Address Line One | 1301 Sansome Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94111 | ||
City Area Code | 800 | ||
Local Phone Number | 231-8527 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 295.4 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001841761 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 | ||
Trading Symbol | GROV | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 128,700,736 | ||
Common stock warrants | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | GROV.WS | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,862,282 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor name | Ernst & Young LLP |
Auditor location | San Mateo, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 81,084 | $ 78,376 |
Restricted cash | 11,950 | 0 |
Inventory, net | 44,132 | 54,453 |
Prepaid expenses and other current assets | 4,844 | 8,104 |
Total current assets | 142,010 | 140,933 |
Restricted cash | 2,951 | 0 |
Property and equipment, net | 14,530 | 15,932 |
Operating lease right-of-use assets | 12,362 | 21,214 |
Other long-term assets | 2,192 | 4,394 |
Total assets | 174,045 | 182,473 |
Current liabilities: | ||
Accounts payable | 10,712 | 21,346 |
Accrued expenses | 31,354 | 20,651 |
Deferred revenue | 10,878 | 11,267 |
Operating lease liabilities, current | 3,705 | 3,550 |
Other current liabilities | 249 | 1,650 |
Debt, current | 575 | 10,750 |
Total current liabilities | 57,473 | 69,214 |
Debt, noncurrent | 60,620 | 56,183 |
Operating lease liabilities, noncurrent | 16,192 | 20,029 |
Derivative liabilities | 13,227 | 0 |
Other long-term liabilities | 0 | 5,408 |
Total liabilities | 147,512 | 150,834 |
Commitments and contingencies (Note 7) | ||
Convertible preferred stock, $0.0001 par value – 100,000,000 and 115,527,580 shares authorized at December 31, 2022 and December 31, 2021, respectively; 0 and 114,795,034 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 0 | 487,918 |
Stockholders’ equity (deficit): | ||
Common stock - Class A shares, $0.0001 par value – 600,000,000 shares authorized at December 31, 2022 and no shares authorized at December 31, 2021; 125,617,015 and no shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively; Class B shares, $0.0001 par value – 200,000,000 and 194,046,918 shares authorized at December 31, 2022 and December 31, 2021, respectively; 52,240,311 and 9,368,167 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 18 | 1 |
Additional paid-in capital | 604,373 | 33,863 |
Accumulated deficit | (577,858) | (490,143) |
Total stockholders’ equity (deficit) | 26,533 | (456,279) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 174,045 | $ 182,473 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 100,000,000 | 115,527,580 |
Temporary equity, shares issued (in shares) | 0 | 114,795,034 |
Temporary equity, shares outstanding (in shares) | 0 | 114,795,034 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 0 |
Common stock, shares issued (in shares) | 125,617,015 | 0 |
Common stock, shares outstanding (in shares) | 125,617,015 | 0 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 194,046,918 |
Common stock, shares issued (in shares) | 52,240,311 | 9,368,167 |
Common stock, shares outstanding (in shares) | 52,240,311 | 9,368,167 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | |||
Revenue, net | $ 321,527 | $ 383,685 | $ 364,271 |
Cost of goods sold | 166,875 | 195,181 | 188,267 |
Gross profit | 154,652 | 188,504 | 176,004 |
Operating expenses: | |||
Advertising | 66,269 | 107,313 | 55,547 |
Product development | 22,503 | 23,408 | 18,655 |
Selling, general and administrative | 206,863 | 186,638 | 168,295 |
Operating loss | (140,983) | (128,855) | (66,493) |
Interest expense | 9,685 | 5,202 | 5,607 |
Loss on extinguishment of debt | 4,663 | 1,027 | 0 |
Change in fair value of Additional Shares liability | 727 | 0 | 0 |
Change in fair value of Earn-Out liability | (66,359) | 0 | 0 |
Change in fair value of Public and Private Placement Warrants liability | (5,900) | 0 | 0 |
Other expense, net | 3,862 | 760 | 119 |
Interest and other expense (income), net | (53,322) | 6,989 | 5,726 |
Loss before provision for income taxes | (87,661) | (135,844) | (72,219) |
Provision for income taxes | 54 | 52 | 41 |
Net loss | $ (87,715) | $ (135,896) | $ (72,260) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.97) | $ (15.86) | $ (13.45) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.97) | $ (15.86) | $ (13.45) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 90,507,024 | 8,571,157 | 5,372,798 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 90,507,024 | 8,571,157 | 5,372,798 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock, Contingently Redeemable Convertible Common Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | ELOC Agreement | HGI Subscription Agreement | Structural Debt Facility | Previously Reported | Convertible Preferred Stock | Convertible Preferred Stock Previously Reported | Convertible Preferred Stock Recapitalization | Contingently Redeemable Convertible Common Stock | Common Stock | Common Stock ELOC Agreement | Common Stock HGI Subscription Agreement | Common Stock Structural Debt Facility | Common Stock Previously Reported | Common Stock Recapitalization | Additional Paid-In Capital | Additional Paid-In Capital ELOC Agreement | Additional Paid-In Capital HGI Subscription Agreement | Additional Paid-In Capital Structural Debt Facility | Additional Paid-In Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | ||||||
Temporary equity, balances at beginning of period (in shares) at Dec. 31, 2019 | [1] | 85,481,000 | 72,685,000 | 12,796,000 | ||||||||||||||||||||||||
Temporary equity, balances at beginning of period at Dec. 31, 2019 | [1] | $ 273,412 | $ 273,412 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||
Issuance of Series D-2 convertible preferred stock (in shares) | [1] | 14,551,000 | ||||||||||||||||||||||||||
Issuance of Series D-2 convertible preferred stock, net of issuance costs | [1] | $ 89,638 | ||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock (in shares) | [1] | 14,763,000 | ||||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | [1] | $ 124,868 | ||||||||||||||||||||||||||
Temporary equity, balances at ending of period (in shares) at Dec. 31, 2020 | [1] | 114,795,000 | ||||||||||||||||||||||||||
Temporary equity, balances at ending of period at Dec. 31, 2020 | [1] | $ 487,918 | ||||||||||||||||||||||||||
Balances at beginning of period (in shares) at Dec. 31, 2019 | [1] | 4,630,000 | 3,937,000 | 693,000 | ||||||||||||||||||||||||
Balances at beginning of period at Dec. 31, 2019 | $ (276,552) | $ (276,552) | $ 0 | [1] | $ 0 | [1] | $ 5,435 | $ 5,435 | $ (281,987) | $ (281,987) | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Issuance of common stock due to asset acquisitions (in shares) | [1] | 35,000 | ||||||||||||||||||||||||||
Issuance of common stock due to asset acquisitions | 67 | 67 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 3,803,000 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,184 | $ 1 | [1] | 1,183 | ||||||||||||||||||||||||
Vesting of early exercise of options | 68 | 68 | ||||||||||||||||||||||||||
Stock-based compensation | 7,852 | 7,852 | ||||||||||||||||||||||||||
Net loss | (72,260) | (72,260) | ||||||||||||||||||||||||||
Balances at ending of period (in shares) at Dec. 31, 2020 | [1] | 8,468,000 | ||||||||||||||||||||||||||
Balances at ending of period at Dec. 31, 2020 | $ (339,641) | $ 1 | [1] | 14,605 | (354,247) | |||||||||||||||||||||||
Temporary equity, balances at ending of period (in shares) at Dec. 31, 2021 | 114,795,034 | 114,795,000 | [2] | |||||||||||||||||||||||||
Temporary equity, balances at ending of period at Dec. 31, 2021 | $ 487,918 | $ 487,918 | [2] | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Conversion of preferred stock warrant liability to common stock warrants | 1,622 | 1,622 | ||||||||||||||||||||||||||
Issuance of common stock for services (in shares) | [1] | 8,000 | ||||||||||||||||||||||||||
Issuance of common stock for services | 49 | 49 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | [1] | 761,000 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,051 | 1,051 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 286,000 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | 150 | 150 | ||||||||||||||||||||||||||
Vesting of early exercise of options | 1,577 | 1,577 | ||||||||||||||||||||||||||
Stock-based compensation | 14,809 | 14,809 | ||||||||||||||||||||||||||
Repurchase of early exercised options (in shares) | [1] | (155,000) | ||||||||||||||||||||||||||
Net loss | (135,896) | (135,896) | ||||||||||||||||||||||||||
Balances at ending of period (in shares) at Dec. 31, 2021 | [2] | 9,368,000 | ||||||||||||||||||||||||||
Balances at ending of period at Dec. 31, 2021 | $ (456,279) | $ 1 | [2] | 33,863 | (490,143) | |||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||
Issuance of preferred stock and common stock upon exercise of warrants ( in shares) | [2] | 168,000 | ||||||||||||||||||||||||||
Issuance of preferred stock and common stock upon exercise of warrants | [2] | $ 989 | ||||||||||||||||||||||||||
Issuance of convertible common stock (in shares) | [2] | 2,750,000 | ||||||||||||||||||||||||||
Issuance of convertible common stock | [2] | $ 27,473 | ||||||||||||||||||||||||||
Convertible preferred stock and contingently redeemable common stock conversion (in shares) | [2] | (114,963,000) | (2,750,000) | |||||||||||||||||||||||||
Convertible preferred stock and contingently redeemable common stock conversion | [2] | $ (488,907) | $ (27,473) | |||||||||||||||||||||||||
Temporary equity, balances at ending of period (in shares) at Dec. 31, 2022 | 0 | 0 | [3] | 0 | [3] | |||||||||||||||||||||||
Temporary equity, balances at ending of period at Dec. 31, 2022 | $ 0 | $ 0 | [3] | $ 0 | [3] | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Issuance of preferred stock and common stock upon exercise of warrants (in shares) | [2] | 204,000 | ||||||||||||||||||||||||||
Issuance of preferred stock and common stock upon exercise of warrants | 24 | 24 | ||||||||||||||||||||||||||
Conversion of preferred stock warrant liability to common stock warrants | 2,182 | 2,182 | ||||||||||||||||||||||||||
Convertible preferred stock and contingently redeemable common stock conversion (in shares) | [2] | 118,205,000 | ||||||||||||||||||||||||||
Convertible preferred stock and contingently redeemable common stock conversion | 516,380 | $ 12 | [2] | 516,368 | ||||||||||||||||||||||||
Issuance of common stock in connection with Business Combination, net of $8.0 million in transaction costs (in shares) | [2] | 20,921,000 | ||||||||||||||||||||||||||
Issuance of common stock in connection with Business Combination, net of $17.5 million in transaction costs | 79,553 | $ 2 | [2] | 79,551 | ||||||||||||||||||||||||
Additional Shares liability, Earn-Out liability and Public and Private Placement Warrants recognized upon Business Combination | (93,196) | (93,196) | ||||||||||||||||||||||||||
Issuance of Earn-Out Shares (in shares) | [2] | 14,000,000 | ||||||||||||||||||||||||||
Issuance of Earn-Out Shares | 1 | $ 1 | [2] | |||||||||||||||||||||||||
Issuance of shares to settle Backstop Additional Shares Liability (in shares) | [2] | 3,275,000 | ||||||||||||||||||||||||||
Issuance of shares to settle Backstop Additional Shares Liability | 16,310 | 16,310 | ||||||||||||||||||||||||||
Issuance of Class A common stock issued to employees, net of withholding taxes (in shares) | [2] | 32,000 | ||||||||||||||||||||||||||
Issuance of Class A common stock issued to employees, net of withholding taxes | $ (96) | (96) | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 328,448 | 331,000 | [2] | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 381 | 381 | ||||||||||||||||||||||||||
Vesting of early exercise of options | 125 | 125 | ||||||||||||||||||||||||||
Stock-based compensation | 45,177 | 45,177 | ||||||||||||||||||||||||||
Repurchase of early exercised options (in shares) | [3] | (17,000) | ||||||||||||||||||||||||||
Issuance of shares (in shares) | [2] | 740,000 | 1,984,000 | 4,950,000 | ||||||||||||||||||||||||
Issuance of shares | $ 2,407 | $ 2,500 | $ 1,073 | $ 1 | [2] | $ 2,407 | $ 2,500 | $ 1,072 | ||||||||||||||||||||
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings (in shares) | [3] | 3,864,000 | ||||||||||||||||||||||||||
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings | (2,294) | $ 1 | [3] | (2,295) | ||||||||||||||||||||||||
Net loss | (87,715) | (87,715) | ||||||||||||||||||||||||||
Balances at ending of period (in shares) at Dec. 31, 2022 | [3] | 177,857,000 | ||||||||||||||||||||||||||
Balances at ending of period at Dec. 31, 2022 | $ 26,533 | $ 18 | [3] | $ 604,373 | $ (577,858) | |||||||||||||||||||||||
[1]The shares of the Company’s common, convertible preferred stock and contingently redeemable convertible common stock prior to the Closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.1760 established in the Merger Agreement as described in Note 3.[2]The shares of the Company’s common, convertible preferred stock and contingently redeemable convertible common stock prior to the Closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.1760 established in the Merger Agreement as described in Note 3.[3]The shares of the Company’s common and convertible preferred stock prior to the Closing of the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.1760 established in the Merger Agreement as described in Note 3. |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock, Contingently Redeemable Convertible Common Stock and Stockholders’ Equity (Deficit) - Parenthetical $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reverse recapitalization, transaction costs net | $ 17.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net loss | $ (87,715) | $ (135,896) | $ (72,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Remeasurement of convertible preferred stock warrant liability | (1,616) | 1,234 | 964 |
Stock-based compensation | 45,660 | 14,610 | 7,762 |
Depreciation and amortization | 5,716 | 4,992 | 4,115 |
Changes in fair value of derivative liabilities | (71,532) | 0 | 0 |
Transaction costs allocated to derivative liabilities upon Business Combination | 6,873 | 0 | 0 |
Non-cash interest expense | 586 | 704 | 917 |
Inventory reserve | 7,036 | 4,725 | 1,820 |
Loss on extinguishment of debt | 4,663 | 1,027 | 0 |
Impairment of operating lease right-of-use asset | 5,300 | 0 | 0 |
Other non-cash expenses | 274 | 1,274 | 401 |
Changes in operating assets and liabilities: | |||
Inventory | 3,285 | (12,598) | (18,611) |
Prepaids and other assets | 3,114 | (3,294) | (1,437) |
Accounts payable | (10,518) | (2,489) | (16,250) |
Accrued expenses | (5,004) | (817) | 5,582 |
Deferred revenue | (389) | 148 | 2,102 |
Operating lease right-of-use assets and liabilities | (130) | 65 | 278 |
Other liabilities | (1,864) | (774) | 961 |
Net cash used in operating activities | (96,261) | (127,089) | (83,656) |
Cash Flows from Investing Activities | |||
Purchase of property and equipment | (4,222) | (5,768) | (4,820) |
Net cash used in investing activities | (4,222) | (5,768) | (4,820) |
Cash Flows from Financing Activities | |||
Proceeds from issuance of common stock upon Closing of Business Combination | 97,100 | 0 | 0 |
Proceeds from issuance of contingently redeemable convertible common stock | 27,500 | 0 | 0 |
Proceeds from the issuance of common stock | 4,924 | 0 | 0 |
Proceeds from issuance of convertible preferred stock | 0 | 0 | 215,000 |
Payment of transaction costs related to the Closing of the Business Combination, the ELOC Agreement and convertible preferred stock issuance costs | (6,558) | (1,396) | (210) |
Proceeds from the issuance of debt | 70,820 | 60,000 | 43,513 |
Payment of debt issuance costs | (2,463) | (375) | (279) |
Repayment of debt | (5,180) | (21,932) | (33,118) |
Payment of debt upon extinguishment | (66,034) | (2,499) | 0 |
Proceeds from exercise of stock options, settlement of restricted stock units, net of withholding taxes paid related to common stock issued to employees, and warrants | (1,985) | 1,209 | 3,264 |
Repurchase of common stock | (32) | (297) | 0 |
Net cash provided by financing activities | 118,092 | 34,710 | 228,170 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 17,609 | (98,147) | 139,694 |
Cash, cash equivalents and restricted cash at beginning of period | 78,376 | 176,523 | 36,829 |
Cash, cash equivalents and restricted cash at end of period | 95,985 | 78,376 | 176,523 |
Supplemental Disclosure | |||
Cash paid for taxes | 67 | 52 | 4 |
Cash paid for interest | 10,144 | 4,472 | 3,887 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Purchase of property and equipment in accounts payable and accrued liabilities | 85 | 112 | 86 |
Conversion of contingently redeemable convertible common stock and preferred stock to common stock | 516,380 | 0 | 0 |
Assumption of derivative liabilities upon Business Combination | 93,196 | 0 | 0 |
Reclassification of Grove's preferred stock warrant liability to equity | 2,182 | 0 | 0 |
Transaction costs and convertible preferred stock included in accounts payable and accrued liabilities | 17,500 | 1,928 | 284 |
Issuance of common stock for business and asset acquisitions | 0 | 0 | 67 |
Debt issuance costs recorded with an offset to convertible preferred stock warrant liability | 0 | 0 | 323 |
Initial measurement of Structural Derivative Liability recorded as debt fees | 7,050 | 0 | 0 |
Initial measurement of common stock recorded as debt fees | 1,072 | 0 | 0 |
Debt issuance costs in accounts payable and accrued liabilities | 46 | 0 | 0 |
Initial measurement of common stock warrants recorded as debt fees | 0 | 1,622 | 0 |
Settlement of Additional Shares liability | 16,310 | 0 | 0 |
Net exercise of preferred stock warrants | 989 | 0 | 0 |
Vesting of early exercised stock options | $ 125 | $ 1,577 | $ 68 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Grove Collaborative Holdings, Inc., a public benefit corporation, (formerly known as Virgin Group Acquisition Corp. II) and its wholly owned subsidiaries (collectively, the “Company” or “Grove”) is a digital-first, sustainability-oriented consumer products innovator specializing in the development and sale of household, personal care, beauty and other consumer products with an environmental focus and headquartered in San Francisco, California. In the United States, the Company sells its products through two channels: a direct-to-consumer (“DTC”) platform at www.grove.co and the Company’s mobile applications, where the Company sells products from Grove-owned brands (“Grove Brands”) and third-parties, and the retail channel into which the Company sell products from Grove-owned brands at wholesale. The Company develops and sells natural products that are free from the harmful chemicals identified in the Company’s “anti-ingredient” list and designs form factors and product packaging that reduces plastic waste and improves the environmental impact of the categories in which the Company operates. The Company also purchases environmental offsets that have made it the first plastic neutral retailer in the world. Grove Collaborative, Inc. (herein referred to as “Legacy Grove”), the Company’s accounting predecessor, was incorporated in Delaware in 2016. On June 16, 2022 (the “Closing Date”), the Company consummated the previously-announced transactions contemplated by the Agreement and Plan of Merger, dated December 7, 2021, amended and restated on March 31, 2022 (the “Merger Agreement”), among Virgin Group Acquisition Corp. II, a blank check company incorporated as a Cayman Islands exempt company in 2020 (“VGAC II”), Treehouse Merger Sub, Inc. (“VGAC II Merger Sub I”), Treehouse Merger Sub II, LLC (“VGAC II Merger Sub II”), and Legacy Grove (“the Merger”). In connection with the Merger, VGAC II changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and changed its name to Grove Collaborative Holdings, Inc (the “Domestication”), a public benefit corporation. On the Closing Date, VGAC Merger Sub II merged with and into Legacy Grove with Legacy Grove being the surviving corporation and a wholly-owned subsidiary of the Company (the “Initial Merger”), and, immediately following the Initial Merger, and as part of the same overall transaction as the Initial Merger, Legacy Grove merged with and into VGAC Merger Sub II, the separate corporate existence of Legacy Grove ceased, and Merger Sub II continued as the surviving company and a wholly-owned subsidiary of the Company and changed its name to Grove Collaborative, Inc.(together with the Merger and the Domestication, the “Business Combination”). The Business Combination is accounted for as a reverse recapitalization with Legacy Grove being the accounting acquirer and VGAC II as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the audited consolidated financial statements represents the accounts of Legacy Grove. The shares and net loss per common share prior to the Closing have been retroactively restated as shares reflecting the exchange ratio established in the Closing. Prior to the Business Combination, VGAC II’s public shares, and public warrants were listed on the New York Stock Exchange (“NYSE”) under the symbols “VGII” and “VGII.WS,” respectively. On June 17, 2022, the Company's Class A common stock and public warrants began trading on the NYSE, under the symbols “GROV” and “GROV.WS,” respectively. See Note 3, Recapitalization for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Liquidity The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company has historically incurred losses and negative cash flows from operations and had an accumulated deficit of $577.9 million as of December 31, 2022. The Company’s existing sources of liquidity as of December 31, 2022 include cash and cash equivalents of $81.1 million. Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred stock, contingently redeemable convertible common stock and the incurrence of debt. Upon the Closing of the Business Combination, the Company received $72.7 million in cash proceeds, net of transaction costs. The Company believes its existing cash, cash equivalents, together with its increased borrowing capacity through its recently entered into asset back revolving line of credit (see Note 14, Subsequent Events), will be sufficient to fund its operations for a period of at least one year from the date the financial statements are issued. Over the longer-term, the Company will need to raise additional capital through debt or equity financing to fund future operations until it generates positive cash flows from profitable operations. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to the Company, or at all. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. Following the closing of the Business Combination, the Company uses this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (1) is no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. Comprehensive Loss Comprehensive loss represents all changes in stockholders’ deficit. The Company’s net loss was equal to its comprehensive loss for all periods presented. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates made by management include the determination of reserves amounts for the Company’s inventories on hand, useful life of intangible assets, sales returns and allowances and certain assumptions used in the valuation of equity awards, the estimated fair value of common stock liability classified Public and Private Placement Warrants, the fair value of Earn-Out liabilities, the fair value of Additional Shares liabilities, the fair value of the Structural Derivative Liability and stock based compensation expense. Actual results could differ from those estimates, and such estimates could be material to the Company’s financial position and the results of operations. The novel coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. As of the date of issuance of these consolidated financial statements, the extent to which COVID-19 may impact the future financial condition or results of operations is still uncertain. The Company is not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the consolidated financial statements. Segments The Company’s chief operating decision maker, who is its Chief Executive Officer, manages the Company’s operations as a single segment for the purposes of assessing performance and making operating decisions. All long-lived assets are located in the United States and all revenue is attributed customers based in the United States. For the years ended December 31, 2022, 2021, and 2020 no individual customers represented more than 10% of total revenue. Net Loss Per Share Attributable to Common Stockholders Net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Company’s Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both the Company’s Class A and Class B common stock on an individual or combined basis. The Company’s participating securities included the Company’s convertible preferred stock, as the holders are entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase or outstanding shares that are contingently returnable by the holder. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Cash, Cash Equivalents and Restricted Cash Cash consists primarily of demand deposit bank accounts including amounts in transit from banks for customer credit card transactions. The Company considers all highly liquid investments with an original maturity from date of purchase of three months or less, or that are readily convertible into known amounts of cash, to be cash equivalents. As of December 31, 2022 and 2021, cash equivalents are comprised of money market funds. As of December 31, 2022, the Company held short-term restricted cash of $12.0 million which primarily represents cash on deposit with a financial institution to collateralize short-term obligations related to company credit cards. Long-term restricted cash of $3.0 million primarily represents cash on deposit with a financial institution to collateralize letters of credit related to the Company’s non-cancellable operating leases for its corporate headquarters. Restricted cash is stated at cost, which approximates fair value. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2022 2021 Cash and cash equivalents $ 81,084 $ 78,376 Restricted cash 14,901 — Total cash, cash equivalents and restricted cash $ 95,985 $ 78,376 Concentration of Risks Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains the majority of its cash and cash equivalents in accounts with one financial institution within the United States, generally in the form of demand accounts. Deposits in this institution may exceed federally insured limits. Management believes minimal credit risk exists with respect to this financial institution and the Company has not experienced any losses on such amounts. The Company depends on a limited number of vendors to supply products sold by the Company. For the years ended December 31, 2022, 2021, and 2020 the Company’s top five suppliers combined represented approximately 50% of the Company’s total inventory purchases. Inventory Inventory is recorded at the lower of weighted average cost and net realizable value. The cost of inventory consists of merchandise costs, net of vendor allowances, and inbound freight. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful lives of the Company’s assets are as follows: Computer equipment 3 - 5 years Furniture and fixtures 5 years Machinery and warehouse equipment 7 - 10 years Leasehold improvements Shorter of 10 years or lease term Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheet and any resulting gain or loss is reflected in the statement of operations in the period realized. Capitalized Software Development Costs The Company capitalizes qualifying internally developed software costs that are incurred during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Once an application has reached the development stage, management has authorized and committed to the funding of the software project, it is probable the project will be completed and the software will be used to perform the function intended, internal and external costs, if direct and incremental, are capitalized until the application is substantially complete and ready for its intended use. Capitalized software development costs are amortized on a straight-line basis to product development expense over the estimated useful life, which is four years. Impairment of Long-Lived Assets The Company reviews its long-lived assets, inclusive of its right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. Leases The Company determines if an arrangement is or contains a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. As the implicit rate in the Company’s lease is generally unknown, the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when classifying leases and measuring lease liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Lease payments for short-term leases with a term of twelve months or less are expensed on a straight-line basis over the lease term. The Company elected to not record operating lease right-of-use assets or operating lease liabilities for leases with an initial term of 12 months or less. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current, and operating lease liabilities, non-current on the Company’s balance sheet. In the fourth quarter of 2022, the Company recorded an impairment charge of $5.3 million related to a change in the Company’s use of corporate office space, and the current and anticipated future market conditions for sublease income in San Francisco, California. Refer to Note 8 “Leases” for further information. Additional Shares Liabilities The Company has recorded a liability related to the Backstop Additional Shares, defined in Note 3, Recapitalization, and HGI Additional Shares, defined in Note 10, Common Stock and Warrants (collectively, “Additional Shares”). The Company accounts for these instruments at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. Earn-Out Liabilities The Company has recorded a liability related to the Earn Out Shares, defined in Note 3, Recapitalization. The Company accounts for this instrument at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 10, Common Stock and Warrants) as liabilities within derivative liabilities on its consolidated balance sheet. At the end of each reporting period, changes in fair value during the period are recognized within the consolidated statements of operations. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. Structural Derivative Liability The Structural Derivative Liability is a compound embedded derivative related to features within the Structural Facility, defined in Note 6, Debt. The Company accounts for this instrument at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. Changes in fair value of this instrument for the year ended December 31, 2022 were nominal. Revenue Recognition The Company primarily generates revenue from the sale of both third-party and Grove Brands products through its DTC platform. Customers purchase products through the website or mobile application through a combination of directly selecting items from the catalog, items that are suggested by the Company’s recurring shipment recommendation engine, and features that appear in marketing on-site, in emails and on the Company’s mobile application. Most customers purchase a combination of products recommended by the Company based on previous purchases and new products discovered through marketing or catalog browsing. Customers can have orders auto-shipped to them on a specified date or shipped immediately through an option available on the website and mobile application. In order to reduce the environmental impact of each shipment, the Company has a minimum total sales order value threshold policy which is required to be met before the order qualifies for shipment. Payment is collected upon finalizing the order. The products are subsequently packaged and shipped to fill the order. Customers can customize future purchases by selecting products they want to receive on a specified cadence or by selecting products for immediate shipment. The Company also offers a VIP membership to its customers for an annual fee which includes the rights to free shipping, free gifts and early access to exclusive sales, all of which are available at the customers’ option, should they elect to make future purchases of the Company’s products within their annual VIP membership benefit period. Many customers receive a free 60-day VIP membership for trial purposes, typically upon their first qualifying order. After the expiration of this free trial VIP membership period, customers will be charged their annual VIP membership fee, which automatically renews annually, until cancelled. The customer is alerted before any VIP membership renews. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods, in an amount that reflects the consideration that it expects to receive in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration, if any, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods it transfers to a customer. A contract with a customer exists when the customer submits an order online for the Company’s products. Under this arrangement, there is one performance obligation which is the obligation for the Company to fulfill the order. Product revenue is recognized when control of the goods is transferred to the customer, which occurs upon the Company’s delivery to a third-party carrier. The VIP membership provides customers with a suite of benefits that are only accessible to them at their option, upon making a future qualifying order of the Company’s products. The VIP membership includes free shipping, a select number of free products, and early access to exclusive sales. Under ASC 606, sales arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options; therefore the Company must assess whether these options provide a material right to the customer and if so, they are considered a performance obligation. The Company concluded that its VIP membership benefits include two material rights, one related to the future discount (i.e. free shipping) on the price of the customer’s qualifying order(s) over the membership period and the second one relating to a certain number of free products provided at pre-set intervals within the VIP membership benefit period, that will only ship with a customer’s next qualifying order (i.e. bundled). At inception of the VIP membership benefit period, the Company allocates the VIP membership fee to each of the two material rights using a relative standalone selling price basis. Generally, standalone selling prices are determined based on the observable price of the good or service when sold separately to non-VIP customers and the estimated number of shipments and free products per benefit period. The Company also considers the likelihood of redemption when determining the standalone selling price for free products and then recognize these allocated amounts upon the shipment of a qualifying customer order. To date, customers buying patterns closely approximate a ratable revenue attribution method over the customers VIP Membership period. The Company deducts discounts, sales tax, customer service credits and estimated refunds to arrive at net revenue. Sales tax collected from customers is not considered revenue and is included in accrued liabilities until remitted to the taxing authorities. The Company has made the policy election to account for shipping and handling as activities to fulfill the promise to transfer the good. Shipping, handling and packaging expenses are recognized upon shipment and classified within selling, general and administrative expenses. Discounts are recorded as a reduction to revenue when revenue is recognized. The Company records a refund reserve based on historical refund patterns. As of December 31, 2022 and 2021, the refund reserve, which is included in accrued liabilities in the balance sheets was $0.1 million. Disaggregation of Revenue The following table sets forth revenue by product type (in thousands): Year Ended December 31, 2022 2021 2020 Revenue, net: Grove Brands $ 154,854 $ 187,055 $ 164,372 Third-party products 166,673 196,630 199,899 Total revenue, net $ 321,527 $ 383,685 $ 364,271 Contractual Liabilities The Company has three types of contractual liabilities from transactions with customers: (i) cash collections for products which have not yet shipped, which are included in deferred revenue and are recognized as revenue upon the Company’s delivery to a third-party carrier, (ii) cash collections of VIP membership fees, which are included in deferred revenue and (iii) customer service credits, which are included in other current liabilities and are recognized as a reduction in revenue when provided to the customer. Contractual liabilities included in deferred revenue and other current liabilities were $10.9 million and $0.2 million, respectively, as of December 31, 2022 and $11.3 million and $0.3 million, respectively, as of December 31, 2021. The contractual liabilities included in deferred revenue are generally recognized as revenue within twelve months from the end of each reporting period. Customer Referral Credits The Company has a customer referral program under which credits are issued for future purchases to customers when the referral results in the generation of a new customer order. The Company records a liability at the time of issuing the credit and reduce the liability upon application of the credit to a customer’s purchase. The liability for customer referral credits was $0.1 million as of December 31, 2022 and 2021 and is included within other current liabilities in the consolidated balance sheets. Cost of Goods Sold Cost of goods sold consists of the product costs of merchandise, inbound freight costs, vendor allowances, costs associated with inventory shrinkage, damages and inventory write-offs and changes to the Company’s inventory reserves. Vendor Allowances The Company receives discounts and other product related reimbursements from certain vendors through a variety of programs intended to offset the purchase prices of inventory and for the promotion and selling of that vendor’s inventory. Discounts and other reimbursements are recorded as a reduction in the cost of the associated inventory purchased. Advertising Expenses Advertising expenses, other than production costs, are expensed as incurred and consist primarily of the customer acquisition costs associated with online advertising, as well as advertising on television, direct mail campaigns and other media. Costs associated with the production of advertising are expensed when the first advertisement is shown. Product Development Expenses Product development expenses relate to costs related to the ongoing support and maintenance of the Company’s proprietary technology, including the Company’s website and mobile device application, as well as amortization of capitalized internally developed software, and relate to the product packaging innovation in the Company’s Grove Brands products. Product development expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense. Product development costs also include allocated facilities, equipment, depreciation and overhead costs. Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs including qualified cost of credits issued through the Company’s referral program, costs associated with the Company’s customer service operation and costs of environmental offsets. Fulfillment Costs Fulfillment costs represent those costs incurred in operating and staffing the Company’s fulfillment centers, including costs attributable to receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment (“Fulfillment Labor”), shipping and handling expenses, packaging materials costs and payment processing and related transaction costs. These costs are included within selling, general and administrative expenses in the statements of operations. For the years ended December 31, 2022, 2021 and 2020, the Company recorded fulfillment costs of $82.2 million, $95.5 million, and $96.9 million, respectively, which included $50.2 million, $56.1 million and $57.3 million in shipping and handling expenses, respectively, and $19.7 million, $24.5 million and $24.9 million in Fulfillment Labor, respectively. The Company’s gross profit may not be comparable to other retailers or distributors. Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes the benefits of tax-return positions in the consolidated financial statements when they are more likely than not to be sustained by the taxing authority, based on the technical merits at the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as income tax expense. Stock-Based Compensation The Company’s stock-based compensation relates to stock options, restricted stock units (“RSU”) and stock purchase rights under an Employee Stock Purchase Plan (“ESPP”). The Company recognizes the cost of share-based awards granted to employees and non-employees based on the estimated grant-date fair value of the awards. For stock option awards with service-only vesting conditions, expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company estimates the grant-date fair value of the stock option awards with service only vesting conditions using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model utilizes inputs and assumptions which involve inherent uncertainties and generally require significant judgment. As a result, if factors or expected outcomes change and significantly different assumptions or estimates are used, the Company’s stock-based compensation could be materially different. Significant inputs and assumptions include: Fair value of Common Stock – As there has been no public market for the Company’s common stock prior to the Business Combination, the fair value of the shares of common stock underlying the stock-based awards on the grant-date has historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists. The Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred stock, the rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the Company’s common stock, actual operating results, financial performance, external market conditions, equity market conditions of comparable public companies, and the lack of marketability of the Company’s common stock. Expected Term – The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility – Because the Company was privately held prior to the Business Combination and did not have an active trading market for its common stock, the expected volatility was estimated based on the average volatility for publicly traded companies that the Company considers to be comparable, over a period equal to the expected term of the stock option grants. Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend – The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. For RSU awards with performance vesting conditions, the Company evaluates the probability of achieving the performance vesting condition at each reporting date. The Company begins to recognize expense for RSUs with performance vesting conditions using an accelerated attribution method when it is deemed probable that the performance condition will be met. For RSUs with service-only vesting conditions, expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The fair value of RSU awards is determined using the price of the Company’s common stock on the grant date, as determined by the Company’s board of directors. For awards with both market and service vesting conditions, expense is recognized over the derived service period using an accelerated attribution method starting from when it is deemed probable that the performance condition will be met. The fair value of stock option awards with both market and performance conditions is estimated using multifactor Monte Carlo simulations. The |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Recapitalization | Recapitalization As discussed in Note 1, Description of Business, on the Closing Date, VGAC II completed the acquisition of Legacy Grove and acquired 100% of Legacy Grove’s shares and Legacy Grove received gross proceeds of $97.1 million, which includes proceeds from issuance of common stock upon the consummation of the Business Combination, including the Backstop Tranche 2 shares, and proceeds from the PIPE investment (as defined below). The Company recorded $24.4 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination. Transaction costs were allocated on a relative fair value basis between the issuance of common stock, Public and Private Placement Warrants, Grove Earn-Out Shares, Downside Protection feature and Backstop Warrants (as defined below). Direct and incremental transaction costs allocated to equity-classified instruments have been recorded within equity as an offset against proceeds upon accounting for the consummation of the Business Combination in the consolidated financial statements. Direct and incremental transaction costs allocated to liability-classified equity instruments were expensed in the consolidated financial statements and included in other expense, net in the consolidated statements of operations . The cash outflows related to these costs were presented as financing activities on the Company’s consolidated statement of cash flows. On the Closing Date, each holder of Legacy Grove common stock received approximately 1.1760 shares of the Company’s Class B common stock, par value $0.0001 per share. See Note 8, Convertible Preferred Stock and Note 10, Common Stock and Warrants for additional details of the Company's equity balances prior to and subsequent to the Business Combination. All equity awards of Legacy Grove were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class B common stock. As a result, each outstanding stock option was converted into an option exercisable for the Company’s Class B common stock based on an exchange ratio of approximately 1.1760, each outstanding restricted stock unit was converted into restricted stock units of the Company that, upon vesting and issued, will be settled for shares of the Company’s Class B common stock based on an exchange ratio of approximately 1.1760 and each outstanding warrant to purchase Legacy Grove common stock or preferred stock was converted into a warrant to purchase shares of the Company’s Class B common stock based on an exchange ratio of approximately 1.1760. Each public and private warrant of VGAC II that was unexercised at the time of the business combination was assumed by the Company and represents the right to purchase one share of the Company’s Class A common stock upon exercise of such warrant. The Business Combination was accounted for as a reverse recapitalization with Legacy Grove as the accounting acquirer and VGAC II as the acquired company for accounting purposes. Legacy Grove was determined to be the accounting acquirer since Legacy Grove’s shareholders prior to the business combination had the greatest voting interest in the combined entity, Legacy Grove's shareholders appointed the initial directors of the combined Board of Directors and control future appointments, Legacy Grove comprises all of the ongoing operations, and Legacy Grove's senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Grove. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Legacy Grove. Earn-Out At the closing of the Business Combination, Class B common stock shareholders (including Grove stock option, restricted stock unit, and warrant holders) were issued 13,999,960 shares of the Company’s Class B Common Stock (“Earn-Out Shares”), which will vest (i) with respect to 7,000,173 of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $12.50 per share for any 20 trading days within any 30-trading-day period and (ii) with respect to 6,999,787 of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $15.00 per share for any 20 trading days within any 30-trading-day period. Such events can occur during a period of ten years following the Business Combination (the “Earn-Out Period”). If, during the Earn-Out Period, there is a Change of Control Transaction (as defined in the Merger Agreement), then all remaining triggering events that have not previously occurred and the related vesting conditions shall be deemed to have occurred. If, upon the expiration of the Earn-Out Period, any Earn-Out Shares shall have not vested, then such Earn-Out Shares shall be automatically forfeited by the holders thereof and canceled by the Company. The settlement amount to be paid to the selling shareholders of the Earn-Out Shares can change and is not indexed to the Company’s stock. Due to the change in control event contingency and variable number of Earn-Out shares to be settled to the holders, the Earn-Out Shares fail the equity scope exception and are accounted for as a derivative in accordance with ASC 815 and will be remeasured on a recurring basis at fair value, with changes in fair value recorded in the consolidated statements of operations. As of December 31, 2022, the Company did not meet any Earn-Out thresholds. PIPE Investmen t On December 7, 2021, concurrently with the execution of the Merger Agreement , VGAC II entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 8,707,500 shares of the Company’s Class A common stock at $10.00 per share for aggregate gross proceeds of $87,075,000 (the “PIPE Investment”). 8,607,500 shares of the Company’s Class A common stock have been issued for aggregate proceeds of $86,075,000, which consummated concurrently with the closing to the Business Combination. Backstop Financing On March 31, 2022, VGAC II entered into a subscription agreement (the “Backstop Subscription Agreement”) with Corvina Holdings Limited (the “Backstop Investor”) and Legacy Grove. As part of the Backstop Subscription Agreement, the Backstop Investor subscribed for and purchased 2,338,352 shares of Legacy Grove Common Stock (the “Backstop Tranche 1 Shares”) for aggregate proceeds of $27,500,000. The Company initially classified the Backstop Tranche 1 Shares as mezzanine (or temporary) equity on its balance sheet because the Backstop Tranche 1 Shares were contingently redeemable upon the occurrence of certain events not solely within the control of the Company that allow for the effective redemption of such shares in cash at the option of the holder. Upon Closing of the Business Combination, the Backstop Tranche 1 Shares were converted into 2,750,000 shares of the Company’s Class A common stock and the Tranche 1 Shares were no longer contingently redeemable. The Company has classified these shares in permanent equity on its balance sheet at December 31, 2022. In addition, the Backstop Investor agreed to subscribe for and purchase, on the closing date of the Business Combination, certain shares of the Company’s Class A common stock at a purchase price of $10.00 per share (“Backstop Tranche 2 Shares”) for aggregate gross proceeds in an amount equal to (x) $22.5 million minus (y) the amount of aggregate cash remaining in VGAC II’s trust account, after deducting any amounts paid to VGAC II shareholders who exercise their redemption rights in connection with the Business Combination. The Company issued to the Backstop Investor, as of immediately following the closing of the Business Combination, 1,671,524 Backstop Tranche 2 Shares for aggregate proceeds of $16,715,240. The Backstop Subscription Agreement also provided that the Company would issue additional shares of the Company’s Class A common stock to the Backstop Investor for Backstop Tranche 1 Shares and Backstop Tranche 2 Shares if the volume weighted average price of the Company’s Class A common stock was less than $10.00 during the 10 trading days commencing on the first trading date after the Company’s first quarterly earnings call for the fiscal quarter ended June 30, 2022 (“Backstop Additional Shares”). In August 2022, the Company settled this obligation by issuing 3,275,182 shares of Class A common stock to the Backstop Investor. As part of the Backstop Subscription Agreement, the Company issued to the Backstop Investor 3,875,028 warrants to purchase the Company’s Class A common stock (each warrant exercisable to purchase one share of the Company’s Class A common stock for $0.01) (such warrants, the “Backstop Warrants”). The Backstop Warrants are exercisable by the Backstop Investor at any time on or before June 16, 2027, and are on terms customary for warrants of such nature. The Backstop Warrants were recorded in equity on the Company’s balance sheet at December 31, 2022. |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: 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 significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Financial instruments consist of cash equivalents, accounts payable, accrued liabilities, debt and convertible preferred stock warrant liability, Additional Shares, Earn-Out Shares and Public and Private Placement Warrants. Cash equivalents, convertible preferred stock warrant liability, Earn-Out Shares and Public and Private Placement Warrant are stated at fair value on a recurring basis. Accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period time to the expected receipt or payment. The carrying amount of the Company’s outstanding debt approximates the fair value as the debt bears interest at a rate that approximates prevailing market rate. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. Private Placement Warrants are classified as Level 2 as the fair value approximates the fair value of the Public Warrants. The Private Placement Warrants are identical to the Public Warrants, with certain exceptions as discussed in Note 9, Common Stock and Warrants. The Additional Shares and Earn-Out Shares are classified as Level 3 and their fair values were estimated using a Monte Carlo options pricing model utilizing assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies. The Structural Derivative Liability is a compound embedded derivative related to features within the Structural Debt Facility, including an increase in interest rate upon an event of default and the contingent issuance of the Structural Subsequent Shares as defined in Note 6, Debt. This liability is classified as Level 3 and is valued using a risk-neutral income approach related to an event of default occurring and expected cash flows in such a scenario and an income and Black-Scholes pricing model for the contingent issuance of the Structural Subsequent Shares utilizing assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 by level within the fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 74,990 $ — $ — $ 74,990 Total $ 74,990 $ — $ — $ 74,990 Financial Liabilities: Additional Shares $ — $ — $ 580 $ 580 Earn-Out Shares — — 4,122 4,122 Private Placement Warrants — 670 — 670 Public Warrants 805 — — 805 Structural Derivative Liability — — 7,050 7,050 Total $ 805 $ 670 $ 11,752 $ 13,227 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 77,771 $ — $ — $ 77,771 Total $ 77,771 $ — $ — $ 77,771 Financial Liabilities: Convertible preferred stock warrant liability $ — $ — $ 4,787 $ 4,787 Total $ — $ — $ 4,787 $ 4,787 There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 during the periods presented. Additional Shares Liability At closing of the Business Combination, the Company recorded a liability of $15.3 million related to the potential issuance of the Backstop Additional Shares related to the Backstop Subscription Agreement. At the closing of the HGI Subscription Agreement discussed in Note 10, Common Stock and Warrants, the Company recorded a liability of $0.8 million related to the potential issuance of HGI Additional Shares. Subsequent changes in fair value of the Additional Shares liability until settlement is recognized in the consolidated statements of operations. The following table provides a summary of changes in the estimated fair value of the Additional Shares liability (in thousands): Balance at December 31, 2021 $ — Assumption of Backstop Additional Shares liability 15,340 Change in fair value of Backstop Additional Shares liability 970 Settlement of Backstop Additional Shares liability (16,310) Issuance of HGI Additional Shares liability 823 Change in fair value of HGI Additional Shares Liability (243) Balance at December 31, 2022 $ 580 Earn-Out Shares At Closing of the Business Combination, certain Earn-Out Shares were accounted for as a liability totaling $70.5 million. Subsequent changes in fair value, until settlement or until equity classification is met, is recognized in the statements of operations. The following table provides a summary of changes in the estimated fair value of the Earn-Out liability (in thousands): Balance at December 31, 2021 $ — Assumption of Earn-Out liability 70,481 Change in fair value (66,359) Balance at December 31, 2022 $ 4,122 Private Placement and Public Warrant Liabilities As of December 31, 2022, the Company has Private Placement and Public Warrants defined and discussed in Note 10, Common Stock and Warrants. Such warrants are measured at fair value on a recurring basis. The following table provides a summary of changes in the estimated fair value of the Private Placement Warrants and Public Warrants (in thousands): Private Placement Warrants Public Warrants Balance at December 31, 2021 $ — $ — Assumption of Private Placement and Public Warrants 3,350 4,025 Changes in fair value (2,680) (3,220) Balance at December 31, 2022 $ 670 $ 805 Structural Derivative Liability At closing of the Structural Debt Facility, the Company recorded a liability of $7.1 million related to the features that are required to be bifurcated and accounted for as a compound derivative at fair value. Subsequent changes in fair value of the Structural Derivative Liability until settlement is recognized in the consolidated statement of operations. The following table provides a summary of changes in the estimated fair value of the Structural Derivative Liability (in thousands): Balance at December 31, 2021 $ — Issuance of Structural Derivative Liability 7,050 Change in fair value — Balance at December 31, 2022 $ 7,050 Convertible Preferred Stock Warrant Liability The fair value of the preferred stock warrant liability is determined using the Black-Scholes option pricing model, which involve inherent uncertainties and the application of management’s judgment. The following table provides a summary of changes in the estimated fair value of the preferred stock warrant liability (in thousands): Balance at December 31, 2021 $ 4,787 Change in fair value (1,616) Net exercise of preferred stock warrants (989) Balance before reclassification immediately prior to the Business Combination 2,182 Reclassification to additional paid-in capital (2,182) Balance at December 31, 2022 $ — The Company recorded a gain of $1.6 million for the year ended December 31, 2022 and losses of $1.2 million and $1.0 million on remeasurement of preferred stock warrant liability for the years ended December 31, 2021 and 2020, respectively. With the closing of the Business Combination, unexercised preferred stock warrants were converted into warrants of the Company to purchase shares of common stock and the preferred stock warrant liability is reclassified to additional paid-in capital. |
Other Balance Sheet Information
Other Balance Sheet Information | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Information | Other Balance Sheet Information Property and Equipment Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Machinery and warehouse equipment $ 6,799 $ 7,252 Internally developed software 15,199 12,593 Computer equipment 2,805 3,330 Leasehold improvements 2,018 2,164 Furniture and fixtures 1,028 1,184 Construction in progress — 25 Total property and equipment 27,849 26,548 Less: accumulated depreciation (13,319) (10,616) Property and equipment, net $ 14,530 $ 15,932 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $2.0 million, $2.2 million, and $2.1 million respectively. The Company capitalized software development costs of $4.3 million and $4.8 million for the years ended December 31, 2022 and 2021, respectively. Amortization of capitalized software development costs was $3.6 million, $2.5 million and $1.7 million for the years ended December 31, 2022, 2021 and 2020 respectively. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Inventory purchases $ 2,757 $ 4,659 Compensation and benefits 1,714 2,072 Advertising costs 1,203 2,363 Fulfillment costs 1,725 1,120 Sales taxes 1,374 1,812 Transaction costs 17,500 1,846 Other accrued expenses 5,081 6,779 Total accrued expenses $ 31,354 $ 20,651 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt, net of debt discounts, consisted of the following (in thousands): December 31, 2022 2021 Silicon Valley Bank Loan Revolver $ — $ 5,947 Silicon Valley Bank and Hercules Mezzanine Term Loan — 59,237 Structural Debt Facility 60,620 — Atel Loan Facility Draw 3 480 1,489 Atel Loan Facility Draw 4 95 260 Total debt 61,195 66,933 Less: debt, current (575) (10,750) Total debt, noncurrent $ 60,620 $ 56,183 Silicon Valley Bank Loan Facility and Silicon Valley Bank and Hercules Loan Facility In December 2016, the Company entered into a loan and security agreement (the “SVB Loan Facility”) with Silicon Valley Bank (“SVB”). The terms of the SVB Loan Facility, as amended and restated, provided for: (i) a revolving line of credit not to exceed $25.0 million (“Loan Revolver”), (ii) growth capital advance (“Term Loan”) of $3.9 million and (iii) a letter of credit sublimit of $6.0 million. The Term Loan had a maturity date in December 2022 and bore interest at Prime Rate per annum, payable monthly. The Loan Revolver borrowing capacity was limited to 60% of eligible inventory balances. In April 2021, the Company entered into an amendment to the SVB Loan Facility, which incurred a facility fee of 0.20% per annum assessed on the daily average undrawn portion of revolving line of credit. In addition, the Loan Revolver letter of credit sublimit increased to $10.0 million and the Loan Revolver borrowing capacity increased to 65% of eligible inventory balances. The Loan Revolver borrowing capacity was reduced by outstanding letters of credit and credit available to the Company from certain credit card facilities. The amended Loan Revolver bore an interest rate equal to the greater of prime rate or 3.25% per annum. In April 2021, all of the Company’s outstanding amounts under the SVB Term Loan were refinanced directly through the SVB and Hercules Loan Facility. The Company determined the refinance represented an extinguishment of the SVB Term Loan and recorded a loss on extinguishment of $1.0 million during the year ended December 31, 2021. In April 2021, the Company entered into a Mezzanine Loan and Security Agreement (“SVB and Hercules Loan Facility”) with SVB and Hercules Capital, Inc. (“Hercules”). The availability period ran from the effective date until June 30, 2022. In April 2021, the Company drew $25.0 million, which it used to directly settle the amounts outstanding under the SVB Term Loan. In September and December 2021, the Company drew down the remaining additional borrowings of $25.0 million and $10.0 million , respectively. The SVB and Hercules Loan Facility bore an annual interest at the greater of 8.75% or prime plus 5.5%, payable monthly. The principal repayment period commenced on November 1, 2022. In December 2022, all of the Company’s outstanding amounts under the SVB and Hercules Loan Facility and the Loan Revolver, were repaid directly through the Structural Debt Facility (see below). The Company determined this repayment represented an extinguishment of the SVB and Hercules Loan Facility and recorded a loss on extinguishment of $4.7 million during the year ended December 31, 2022. Structural Debt Facility In December 2022, the Company entered into a Loan and Security Agreement (“Structural Debt Facility”) with Structural Capital Investments III, LP, Structural Capital Investments IV, LP and Series PCI Grove series of Structural Capital Primary Co-Investment Fund, LLC (collectively, “Structural Funds”) and Avenue Sustainable Solutions Fund, L.P. (“Avenue”) (collectively “Structural Lenders”) to borrow $72.0 million which was used primarily to settle the SVB and Hercules Loan Facility and the Loan Revolver. The Structural Debt Facility bears an annual rate of interest at the greater of 15.00% or 7.50% plus the prime rate, payable monthly. The principal repayment period commences on July 1, 2025 and continues until the maturity date of December 21, 2026. The Company may prepay all outstanding amounts under this facility at anytime. Under the agreement, when amounts are prepaid or repaid in full at the Maturity Date, the Company may be obligated to pay additional fees which would allow for Structural Funds and Avenue to reach a Minimum Return, as defined by the agreement. The Structural Debt Facility is collateralized by the assets of the Company and includes financial covenants the Company must meet in order to avoid an Event of Default, as defined by the agreement. Such covenants include (i) maintaining a minimum of $57.0 million in unrestricted cash at all times and (ii) achieving certain revenue targets for the trailing four quarter period beginning with this fiscal quarter ended March 31, 2023. The Structural Debt Facility contains a subjective acceleration clause in the event that lenders determine that a material adverse change has or will occur within the business, operations, or financial condition of the Company or a material impairment of the prospect of repaying any portion of this financial obligation. In accordance with the loan agreement, Structural has been provided with the Company’s periodic financial statements and updated projections to facilitate their ongoing assessment of the Company. The Company believes the likelihood that Structural Lenders would exercise the subjective acceleration clause is remote. As of December 31, 2022, the Company was in compliance with these debt covenants. On December 21, 2022, in connection with the closing of the Structural Debt Facility, the Company issued to Structural Funds, including certain affiliates, and to Avenue a total of 4,950,000 shares of the Company’s Class A common stock (the “Structural Closing Shares”). The Company recorded a debt discount of $1.1 million related to the issuance of these shares, with a corresponding offset to the Company’s Class A common stock and additional paid-in capital. Further, if there are outstanding obligations relating to the Structural Debt Facility on July 21, 2025, representing the thirty sixty The Company has identified several features within the Structural Debt Facility consisting of the contingent obligation to issue the Structural Subsequent Shares, mandatory and voluntary prepayment features and default interest rate (“Structural Derivative Liability”), which are required to be bifurcated and accounted for as a compound embedded derivative at fair value. The fair value of the Structural Derivative Liability was $7.1 million as of the debt issuance date. Changes in fair value will be recognized through the consolidated statements of operations and were nominal for the year ended December 31, 2022. Closing costs consisted of $3.3 million in costs directly related to the issuance of the Structural Facility to third parties, issuance of certain Structural Closing Shares amounting to $1.1 million and incurrence of an additional Structural Derivative Liability amount of $7.1 million. At December 31, 2022, the Company had $72.0 million in principal outstanding under the Structural Debt Facility with an effective interest rate of 20.09%. Atel Loan Facility In July 2018, the Company entered into an equipment financing arrangement (the “Atel Loan Facility”) with Atel Ventures, Inc. (“Atel”) for funding of machinery and warehouse equipment that will become collateral. The loan agreement contains customary events of default. As of December 31, 2022, the Company had $0.5 million outstanding on its third draw and $0.1 million outstanding on its fourth draw, which mature in April 2023 and May 2023, respectively. The effective interest rates on the loans are 19.23%. By the end of the equal monthly installments of principal and interest, the principal under each loan will be fully repaid. A schedule of the Company’s future debt maturities is as follows (in thousands): Year ended December 31, 2023 $ 576 2024 — 2025 24,000 2026 48,000 2027 and thereafter — Total principal debt payments $ 72,576 Less: debt discounts (11,381) Total Debt $ 61,195 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Merchandise Purchase Commitments As of December 31, 2022 and 2021 , the Company had obligations to purchase $18.7 million and $36.1 million, respectively, of merchandise. Letters of Credit The Company had irrevocable standby letters of credit in the amount of $3.1 million as of December 31, 2022 and 2021 related to the Company’s operating leases. The letters of credit have expiration dates through January 2029. Contingencies The Company records loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses material contingencies when a loss is not probable but reasonably possible. Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although the Company cannot predict with assurance the outcome of any litigation or non-income-based tax matters, the Company does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s financial position, operating results or cash flows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LeasesThe Company has operating leases primarily for its offices and warehouses, including the lease for its office headquarters in San Francisco, CA. The lease commenced in February 2019, with an original term of approximately 8 years and an option to renew for an additional 5 years. Lease payments are made monthly and are subject to annual increases of approximately 3%. The Company’s operating leases have remaining lease terms between 1 and 5 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. The components of lease expense included in the Company’s statements of operations for the years ended December 31, 2022, 2021 and 2020, include operating lease expense of $7.6 million, $7.4 million and $6.9 million, respectively, and variable lease expense $0.8 million, $0.6 million and $0.7 million, respectively. Variable lease expenses are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses and are classified as lease expense due to the Company’s election to not separate lease and non-lease components. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2022, 2021 and 2020 was $6.9 million, $6.8 million and $6.6 million which was included in net cash used in operating activities in the Company’s statements of cash flows. There were no new operating lease right-of-use assets obtained in exchange for new operating lease liabilities during the years ended December 31, 2022 and 2021. Maturities of operating lease liabilities were as follows (in thousands): Year Ended December 31, Operating Lease 2023 $ 6,406 2024 5,881 2025 5,371 2026 5,523 2027 3,521 Thereafter 847 Total undiscounted lease payments 27,549 Less: Imputed interest (7,652) Present value of lease liabilities 19,897 Less: Operating lease liabilities, current 3,705 Operating lease liabilities, noncurrent $ 16,192 The weighted-average remaining lease term and discount rate related to the Company’s operating lease liabilities as of December 31, 2022 and 2021 were 4.5 years and 5.3 years, respectively, and 15.3% as of December 31, 2022 and 2021 . Impairment During December 2022, the Company recorded $5.3 million of impairment charge on its operating lease right-of-use assets related to the Company’s corporate office space located in San Francisco, California with the impairment expense being recorded within selling, general, and administrative on the consolidated statements of operations. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Convertible Preferred Stock | Convertible Preferred Stock The Company’s outstanding convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and per share data): Original Issue Price Shares Authorized Shares Outstanding Net Carrying Value Liquidation Preference Series Seed $ 0.5245 9,693,116 9,693,115 $ 3,943 $ 5,084 Series A 0.5245 14,130,360 14,069,657 5,240 7,379 Series B 1.2450 12,689,363 12,563,418 15,545 15,642 Series C 2.4144 15,635,550 15,324,913 36,917 37,000 Series C-1 3.1669 8,554,106 8,554,106 27,003 27,090 Series D 7.0135 20,196,682 19,961,423 136,618 140,000 Series D-1 9.0731 5,314,209 5,314,209 48,146 48,216 Series D-2 6.1850 14,551,371 14,551,370 89,638 90,000 Series E 8.4672 14,762,823 14,762,823 124,868 125,000 Total 115,527,580 114,795,034 $ 487,918 $ 495,411 Conversion At the closing of the Business Combination, all series of convertible preferred stock of Legacy Grove were converted on an as-converted basis to the Company’s Class B common stock at an exchange ratio of approximately 1.1760. As of December 31, 2022, no shares of convertible preferred stock were outstanding. |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Common Stock and Warrants | Common Stock and Warrants Prior to the Business Combination, Legacy Grove had one class of authorized common stock (Class B common stock). The outstanding shares of Legacy Grove common stock is presented on the consolidated balance sheet and on the statements of convertible preferred stock, contingently redeemable convertible common stock and stockholders’ deficit for the year ended December 31, 2021. Merger Transaction On the Closing Date and in accordance with the terms and subject to the conditions of the Business Combination, each common stock, par value $0.0001 per share (other than Backstop Tranche 1 Shares), preferred stock, outstanding options (whether vested or unvested), restricted stock units (whether vested or unvested) and warrants of Legacy Grove was canceled and converted into a comparable number of awards (i) that consisted of either the rights to receive or acquire shares of the Company’s Class B common stock, par value $0.0001 per share, as determined by the exchange ratio, and (ii) the right to receive a number of the Company’s Earn-Out shares. Each Backstop Tranche 1 Shares issued to the Backstop Investor pursuant to the Backstop Subscription Agreement was canceled and converted into the right to receive a number of shares of the Company’s Class B common stock equal to the exchange ratio, which were immediately exchanged on a one-for-one basis for shares of the Company’s Class A common stock). The exchange ratio is approximately 1.1760. On June 16, 2022, in connection with the closing of the Business Combination, the Company amended and restated its certificate of incorporation to authorize 900,000,000 shares, consisting of (a) 800,000,000 shares of common stock, including (i) 600,000,000 shares of Class A common stock, and (ii) 200,000,000 shares of Class B common stock, and (b) 100,000,000 shares of preferred stock. The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to number of voting rights. Holders of the Company’s Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible into one share of the Company’s Class A common stock any time at the option of the holder, and is automatically converted into one share of the Company’s Class A common stock upon transfer (except for certain permitted transfers). Once converted into the Company’s Class A common stock, the Class B common stock will not be reissued. The Company’s Board of Directors has the authority to issue shares of the Preferred Stock in one or more series and to determine the voting rights, designations, powers, preferences, other rights and restrictions of each such series of shares. As of December 31, 2022, no shares of preferred stock were issued and outstanding. Class A Common Stock Warrants As the accounting acquirer, Grove Collaborative, Inc. is deemed to have assume d 6,700,000 P rivate Placement Warrants for the Company’s Class A common stock that were held by Virgin Group Acquisition Sponsor II LLC (the “Sponsor”) at an exercise price of $11.50 and 8,050,000 of the Company’s Class A common stock Public Warrants that were held by VGAC II’s shareholders at an exercise price of $11.50. The warrants will expire on July 16, 2027, or earlier upon redemption or liquidation. Subsequent to the Closing of the Business Combination, the Private Placement and Public Warrants for shares of the Company’s Class A common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement warrants are potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the private placement warrants from being considered indexed to the entity's own stock. Therefore, these warrants are classified as liabilities on the consolidated balance sheets and amounted to $1.5 million as of December 31, 2022. As of December 31, 2022, the following Warrants were outstanding: Warrant Type Shares Exercise Price Public Warrants 8,050,000 $ 11.50 Private Placement Warrants 6,700,000 $ 11.50 Public Warrants The Public Warrants become exercisable into shares of the Company’s Class A common stock commencing on July 16, 2022 and expire on July 16, 2027, or earlier upon redemption or liquidation. At closing, the Company assumed 8,050,000 public warrants. Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to certain adjustments. The Company may redeem, with 30 days written notice, each whole outstanding Public Warrant for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share, subject to certain adjustments. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share, subject to certain adjustments. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A common stock for any twenty thirty Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. At Closing, the Company assumed 6,700,000 Private Placement Warrants. Standby Equity Purchase Agreement On July 18, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD (“Yorkville” or “SEPA Investor”), pursuant to which Yorkville has agreed to purchase up to $100 million of common stock from time to time over a period of 36 months, subject to certain conditions. The shares of the Company’s common stock that may be issued under the SEPA may be sold by us to Yorkville at our discretion from time to time and sales of the Company’s common stock under the SEPA will depend upon market conditions and other factors. Additionally, in no event may the Company sell more than 32,557,664 shares of common stock to Yorkville under the SEPA, which number of shares is equal to 19.99% of the shares of the Company's common stock outstanding immediately prior to the execution of the Equity Purchase Agreement (the “Exchange Cap”), unless stockholder approval is obtained to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules or comply with certain other requirements as described in the Equity Purchase Agreement. As a result, unless the Company’s stock price exceeds $3.07, the Company will be unable to sell the full $100.0 million commitment to Yorkville without seeking stockholder approval to issue additional shares in excess of the Exchange Cap. The purchase price per share for the Company’s Class A common stock will be 97.55% of the Volume-Weighted Average Price (“VWAP”) of the Company’s Class A common stock over the Pricing Period, as defined by the agreement. The Company deferred $0.7 million of transaction costs related to the SEPA and will offset these costs against proceeds of any sales under the SEPA. As of December 31, 2022, the Company has sold 739,825 shares under the SEPA for total gross proceeds of $2.4 million. Issuance costs related to these shares are not material. As of December 31, 2022, there were 31,817,839 shares available to be sold to Yorkville under the Exchange Cap. HGI Subscription Agreement On November 10, 2022, the Company entered into a subscription agreement (the “HGI Subscription Agreement”) with HCI Grove LLC (“HGI”), pursuant to which, among other things, the Company issued to HGI 1,984,126 shares of the Company’s Class A common stock (“Subscribed Shares”) for aggregate proceeds of $2.5 million. Under the terms of the HGI Subscription Agreement, the Company is required to file a registration statement for the Subscribed Shares upon the Company becoming eligible to file a registration statement on Form S-3 and in any event prior to July 15, 2023 (the “Subscribed Shares Registration Statement”). The HGI Subscription Agreement also provides that the Company will issue additional shares (the “HGI Additional Shares”) of the Company’s Class A common stock to HGI in the event that the volume weighted average price of the Company’s Class A common stock is less than $1.26 during the three trading days commencing on the first trading day after (i) the Company files the Subscribed Shares Registration Statement (the “Registration Date”), (ii) the three-month anniversary of the Registration Date, (iii) the six-month anniversary of the Registration Date, or (iv) the nine-month anniversary of the Registration Date (“Measurement Periods” and each “Measurement Period”) upon HGI’s election to receive such additional shares. HGI may use all or a portion of each Subscribed Share once to determine the amount of any issuance of Additional Shares in connection with the Measurement Periods such that HGI may utilize, for example, half of the Subscribed Shares to receive further Additional Shares, and leave the remaining half of the Subscribed Shares available to utilize in connection with the remaining Measurement Periods. HGI must elect to receive HGI Additional Shares for one Measurement Period, or the right lapses or is superseded by the next measurement period. The Company determined the HGI Additional Shares qualify as stock based compensation and upon the issuance of the liability for the HGI Additional Shares, the Company recognized a corresponding expense of $0.8 million in selling, general administrative expense on the Company’s statement of operations. Subsequent changes in fair value will be recognized in the Company’s consolidated statement of operations. No shares have been issued related to the HGI Additional shares as of December 31, 2022. Concurrent with the HGI Subscription Agreement, the Company also entered into a consulting services agreement (the “Consulting Agreement”) with HCI Grove Management LLC (the “Consultant”). In consideration for the services under the Consulting Agreement, the Company (i) paid the Consultant an upfront fee of $150,000 and (ii) issued the Consultant 4,525,000 warrants (the “HGI Warrant Shares”) to purchase shares of the Company’s Class A common stock (the “HGI Warrants”), at an exercise price per share of $1.26 (the “Exercise Price”). On November 10, 2022, 40% of the HGI Warrant Shares vested and became issuable (the “Vested Warrants”), and the remaining HGI Warrant Shares (the “Unvested Warrants”) shall vest and become exercisable if, prior to December 31, 2024, the Company achieves at least $100 million in quarterly net revenue on a consolidated basis or if the Company consummates a Change of Control, as defined in HGI Warrants. If, as a result of the Change of Control, the Company’s equity holders own less than 25% of the equity securities of the surviving entity in such Change of Control, the Exercise Price shall be increased by 50%. The Company determined the Vested Warrants and Unvested Warrants qualify as stock based compensation to a nonemployee and for the year ended December 31, 2022, the Company recognized expense of $1.2 million related to the Vested Warrants and no expense related to the Unvested Warrants in selling, general and administrative expense in the consolidated statement of operations. The Company performs a probability reassessment related to the Unvested Warrants each reporting period and will recognize the cumulative catch-up adjustment based on the grant-date fair value when the vesting conditions are probable of being achieved. Any remaining expense will continue to ratably recognized until the date the revenue target is achieved, and the Unvested Warrants are fully vested. The fair value of Vested Warrants and Unvested Warrants granted to HGI was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Fair value of common stock $1.26 Expected term (in years) 4.5 years Volatility 62.50% Risk-free interest rate 4.00% Dividend yield — Reserved for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, 2022 December 31, 2021 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Convertible preferred stock — — — 115,287,015 Convertible preferred stock warrants — — — 735,760 Private Placement Warrants 6,700,000 — — — Public Warrants 8,050,000 — — — Backstop Warrants 3,875,028 — — — Common Stock Warrants 4,525,000 568,905 — 688,349 Outstanding Stock Options 6,318,978 4,198,917 — 27,882,520 Outstanding Restricted Stock Units 19,322,240 263,052 — 1,777,183 Remaining Shares available for issuance under 2016 Equity Incentive Plan — — — 1,070,974 Remaining Shares available for issuance under 2022 Equity Incentive Plan 20,794,363 — — — Shares available for issuance under 2022 Employee Stock Purchase Plan 3,274,070 — — — Total shares of common stock reserved 72,859,679 5,030,874 — 147,441,801 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan In 2016, Legacy Grove adopted the 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by the Board of Directors. In April 2022, the Company’s Board of Directors authorized an increase in the number of shares available for issuance under the 2016 Plan by 3,500,000. In addition, all equity awards of Legacy Grove that were issued under the 2016 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class B common stock. As a result, each of Legacy Grove’s equity awards were converted into a comparable equity award with respect to shares of the Company’s Class B common stock based on an exchange ratio of approximately 1.1760. As of the effective date of the 2022 Plan (as defined below), no further stock awards have been or will be granted under the 2016 Plan. In June 2022, the stockholders of the Company approved the Grove Collaborative Holdings, Inc. 2022 Equity and Incentive Plan (the “2022 Plan”). The Plan provides for the granting of stock-based awards to eligible participants, specifically officers, other employees, non-employee directors, consultants, independent contractors under terms and provisions established by the Board of Directors. The 2022 Plan authorizes the issuance of the Company’s Class A common stock of up to 24,555,528 shares. The number of shares available shall increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2023 and continuing until (and including) calendar year December 31 2032, with annual increases equal to lesser of (i) 5% of the number of shares of the Company’s Class A and Class B common stock issued and outstanding on December 31 of the immediately preceding fiscal year, and (ii) an amount determined by the Board of Directors. Stock option activity under the 2016 Plan is as follows (in thousands, except share and per share amounts): Options Outstanding Number of Options Weighted–Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance – December 31, 2021 23,708,957 $ 3.05 7.99 $ 125,429 Recapitalization 4,173,563 (0.46) Balance – December 31, 2021 27,882,520 2.59 7.99 125,429 Exercised (328,448) 1.13 Forfeited as part of the Option Exchange (12,977,484) 3.24 Cancelled/forfeited (4,055,017) 3.26 Balance – December 31, 2022 10,521,571 1.59 4.87 61 Options vested and exercisable – December 31, 2022 9,332,003 $ 1.32 4.46 $ 61 The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 and 2020 was $3.73 and $2.07 per share, respectively. No stock options were granted during the year ended December 31, 2022. The total grant date fair value of stock options that vested during the year ended December 31, 2022, 2021 and 2020 was $10.5 million, $13.3 million and $5.9 million, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2022, 2021 and 2020 was $1.0 million, $4.3 million and $9.9 million, respectively. The aggregate intrinsic value is the difference between the current fair value of the underlying common stock and the exercise price for in-the-money stock options. Early Exercise of Employee Stock Options The Company allows certain employees to exercise stock options granted under the 2016 Plan prior to vesting in exchange for shares of restricted common stock. The unvested shares, upon termination of employment, are subject to repurchase by the Company at the original purchase price. The proceeds are recorded in other current liabilities in the consolidated balance sheets at the time of the early exercise of stock options and reclassified to common stock and additional paid-in capital as the Company’s repurchase right lapses (i.e., as the underlying stock options vest). No and 11,025 shares of Class B common stock were issued due to early exercise of unvested stock options during the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 , the aggregate price of the restricted common stock subject to repurchase was zero and $0.2 million, respectively. A summary of the restricted common stock activity is as follows: Number of Options Weighted–Average Exercise Price Outstanding and unvested as of December 31, 2021 69,513 $ 2.25 Recapitalization 12,237 (0.33) Outstanding and unvested as of December 31, 2021 81,750 1.92 Vested (65,211) 1.92 Repurchase of early exercise (16,539) 1.92 Outstanding and unvested as of December 31, 2022 — $ — Determination of Fair Value The fair value of stock option awards granted was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Year Ended December 31, 2021 Fair value of common stock $5.06 – $7.28 Expected term (in years) 5.00 – 6.28 Volatility 62.33% – 75.19% Risk-free interest rate 0.50% – 1.21% Dividend yield — Market-Based Stock Options In February 2021, the Company granted 1,017,170 stock options with market and liquidity event-related performance-based vesting criteria with an exercise price of $3.77 per share. 100% of the stock options vest upon valuation of the Company’s stock at a stated price upon occurrence of specified transactions. Fair value was determined using the probability weighted expected term method (“PWERM”), which involves the estimation of future potential outcomes as well as values and probabilities associated with each potential outcome. Two potential scenarios were used in the PWERM that utilized 1) the value of the Company’s common equity, and 2) a Monte Carlo simulation to specifically value the award. The total grant date fair value of the award was determined to be $5.5 million. Since a liquidity event is not deemed probable until such event occurs, no compensation cost related to the performance condition was recognized prior to the Business Combination on June 16, 2022. Subsequently, the Company recorded stock-based compensation expense of $4.6 million for service periods completed prior to the Business Combination. As of December 31, 2022, the market-based vesting criteria had not been met. Restricted Stock Units The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for the years end December 31, 2022: Number of shares Weighted–Average Grant Date Fair Value Per Share Unvested – December 31, 2021 1,511,191 $ 8.62 Recapitalization 265,992 (1.29) Unvested – December 31, 2021 1,777,183 7.33 Granted 15,650,757 2.25 Granted as part of the Option Exchange 9,582,252 1.49 Vested (6,068,403) 4.34 Cancelled/forfeited (1,459,362) 6.42 Balance – December 31, 2022 19,482,427 1.75 Vested but unissued – December 31, 2022 102,865 $ 4.22 RSUs granted under the 2016 Plan contained vesting conditions based on continuous service and the occurrence of a specified liquidity event, which is considered a performance condition. The performance condition was satisfied on June 16, 2022 with the closing of the Business Combination. Accordingly, the Company started recognizing stock compensation expense in the three months ended June 30, 2022 using the accelerated attribution method from the grant date for RSUs granted under the 2016 Plan. The total cumulative catch up expense related to prior periods recognized for the RSUs was $11.9 million. There are no contingencies for the issuance of the vested but unissued RSUs other than passage of time. Employee Stock Purchase Plan In May 2022, the Company’s board of directors adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders. The ESPP went into effect on November 16, 2022. Subject to certain limitations contained therein, the ESPP allows eligible employees to contribute, through payroll deductions, up to 20% of their eligible compensation to purchase the Company’s Class A common stock at a discounted price per share. Subject to adjustment in the case of certain capitalization events, a total of 3,274,070 shares of Class A common stock of the Company were available for purchase at adoption of the ESPP. Pursuant to the ESPP, beginning the fiscal year ended December 31, 2023 the annual share increase pursuant to the evergreen provision is determined based on the lesser of (i) 3,274,070 shares (ii) 1% of the number of shares of the Company’s Class A Common Stock and Class B Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year, or (iii) such number of shares as determined by the Board of Directors. For the year ended December 31, 2022, the Company recognized $0.1 million of expense related to the ESSP and as of December 31, 2022, no shares of Class A common stock had been purchased under the ESPP. Equity Award Modifications During the year ended December 31, 2022, the Company modified stock options held by former and existing employees to accelerate vesting and to extend the post-termination exercise period of the awards from 60 days to 1, 2 or 10 years after termination, as well as accelerated the vesting of certain stock options and RSUs. The modifications resulted in modification expenses of $2.9 million during the year ended December 31, 2022. On September 19, 2022, the Company’s Board of Directors approved a stock option exchange which permitted certain employee and non-employee option holders, subject to specified conditions, to exchange some or all of their outstanding stock options to purchase shares of the Company's common stock for RSUs to be issued under the 2022 Plan (the “Option Exchange”). The Option Exchange commenced on September 26, 2022 and concluded on October 21, 2022, with RSUs being issued in the Option Exchange on October 27, 2022 following approval by the Compensation Committee of the Company’s Board of Directors. For fully vested stock options that were tendered in the Option Exchange, the Company issued RSUs which were unvested immediately following the Option Exchange and vested or will vest 50% on each of February 15, 2023 and May 15, 2023. RSUs issued in exchange for unvested options vested or will vest in equal installments on each February 15, May 15, August 15 and November 15 until becoming fully vested in the calendar quarter in which the stock option tendered in exchange for such RSUs would have fully vested had it not been exchanged. As a result of the Option Exchange, 12,977,484 stock options, with a weighted average exercise price of $3.24, were exchanged for 9,582,252 RSUs. The aggregate incremental stock-based compensation to be recognized related to the Option Exchange is $4.4 million, of which $2.2 million was recognized during the year ended December 31, 2022. Stock-Based Compensation Expense For the years ended December 31, 2022, 2021 , and 2020 the Company recognized a total of $43.6 million, $14.6 million and $7.8 million of stock-based compensation expense, respectively, related to stock options and RSUs granted to employees and non-employees. Stock-based compensation expense was predominately recorded in selling, general and administrative expenses in the statements of operations for each period presented. As of December 31, 2022, the total unrecognized compensation expense related to unvested options and RSUs was $30.1 million, which the Company expects to recognize over an estimated weighted average period of 2.5 years. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income Taxes The Company is subject to U.S. federal, state, and local corporate income taxes. The Company’s effective income tax rate reconciliation is composed of the following for the periods presented: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % Stock-based compensation (7.3) % (0.6) % (1.7) % Remeasurement of derivative liabilities 17.5 % (0.2) % (0.3) % Other 0.4 % — % 0.5 % Change in valuation allowance (31.6) % (20.2) % (19.5) % Provision for income taxes — % — % — % The components of net deferred tax assets are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 119,345 $ 95,311 Deferred revenue 2,581 2,665 Inventory reserve and uniform capitalization 3,365 2,795 Operating lease liabilities 4,720 5,576 Accruals and other reserves 1,876 1,908 Stock-based compensation 6,856 4,339 Other 5,108 3,103 Total deferred tax assets 143,851 115,697 Less: valuation allowance (139,033) (107,300) Total deferred tax assets, net of valuation allowance 4,818 8,397 Deferred tax liabilities: Operating lease right-of-use assets (2,933) (5,017) Depreciation and amortization (1,885) (3,380) Total deferred tax liabilities (4,818) (8,397) Net deferred tax assets $ — $ — The following summarizes the activity related to valuation allowances on deferred tax assets: December 31, 2022 2021 Valuation allowance, as of beginning of year $ 107,300 $ 75,061 Valuation allowance established 31,271 32,511 Changes to existing valuation allowances 462 (272) Valuation allowance, as of end of year $ 139,033 $ 107,300 As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $512.1 million and $209.1 million, respectively, of which $234.0 million expire beginning in 2036 and $487.1 million have no expiration but can only be used to offset 80% of the Company’s future taxable income. The state NOLs are presented as an apportioned amount. Valuation Allowance The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. To the extent that a valuation allowance has been established and it is subsequently determined that it is more likely than not that the deferred tax assets will be recovered, the valuation allowance will be released. Our valuation allowance was $139.0 million as of December 31, 2022, which represents an increase of $31.7 million from December 31, 2021. The increase in the valuation allowance primarily relates to the following: (i) an increase of $31.3 million relating to current year operating activity, and (ii) an increase of $0.5 million relating to changes to our state blended rate. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. We consider the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), as well as projected pre-tax book income in making this assessment. To fully utilize the NOL and tax credits carryforwards we will need to generate sufficient future taxable income in each respective jurisdiction. Uncertain Tax Positions The Company’s unrecognized tax benefits are as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 40 $ 35 Decrease related to prior period tax positions — — Increase related to current year tax positions — 5 Balance at end of year $ 40 $ 40 The amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statute of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. Accrued interest and penalties are included within the related tax liability. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2022 2021 2020 Convertible preferred stock — 115,287,015 115,287,015 Common stock options 10,521,571 27,882,520 18,733,170 Restricted stock units 19,482,427 1,777,183 — Convertible preferred stock warrants — 735,760 735,760 Common stock warrants 5,093,905 688,349 660,748 Private and Public Placement Warrants 14,750,000 — — Earn-Out Shares 13,999,960 — — Shares subject to repurchase — 81,751 1,233,707 Total 63,847,863 146,452,578 136,650,400 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 1, 2023, the Company granted 13,294,044 RSUs under the 2022 Plan. These RSUs have an aggregate fair value of $5.7 million and vest quarterly over 2.5 years. On March 6, 2023, the Company entered into an amendment to reduce certain previously accrued for and due transactions costs whereby this amount was reduced by $13.4 million. On March 9, 2023, we reduced our restricted cash balances by $6.1 million. On March 10, 2023, the Company entered into a Loan and Security Agreement (the “Siena Revolver”) with Siena Lending Group, LLC (“Siena”) which permit the Company to receive funding through a revolving line of credit up to $35.0 million in aggregate principal amount. The Company’s borrowing capacity under the Siena Revolver, which is subject to certain conditions, including the Company’s inventory and accounts receivable balances among other limitations as specified in the agreement, was $16.5 million on March 10, 2023. The interest rates applicable to borrowings under the Siena Revolver are based on a fluctuating rate of interest measured by reference to either, at the Company’s option, (i) a Base Rate, plus an applicable margin, or (ii) the Term SOFR rate then in effect, plus 0.10% and an applicable margin. The Base Rate is defined as the greater of: (1) Prime Rate as published in the Wall Street Journal, (2) Federal Funds Rate plus 0.5% and (3) 5.0% per annum. The applicable margin for Siena Revolver borrowings is based on the Borrowers’ monthly average principal balance outstanding and ranges from 2.75% to 4.50% per annum in the case of Base Rate Borrowings and 3.75% to 5.50% per annum in the case of Term SOFR borrowings. The Siena Revolver also contains various financial covenants the Company must maintain to avoid an Event of Default, as defined by the agreement. The Siena Revolver matures at the earlier of March 10, 2026 or the maturity date of the Structural Debt Facility. As of the date of the issuance of these financial statements, the Company has an outstanding principal balance of $7.5 million under the Siena Revolver. The Company is currently reviewing all of the features of the Siena Revolver and their accounting impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company has historically incurred losses and negative cash flows from operations and had an accumulated deficit of $577.9 million as of December 31, 2022. The Company’s existing sources of liquidity as of December 31, 2022 include cash and cash equivalents of $81.1 million. Prior to the Business Combination, the Company historically funded operations primarily with issuances of convertible preferred stock, contingently redeemable convertible common stock and the incurrence of debt. Upon the Closing of the Business Combination, the Company received $72.7 million in cash proceeds, net of transaction costs. The Company believes its existing cash, cash equivalents, together with its increased borrowing capacity through its recently entered into asset back revolving line of credit (see Note 14, Subsequent Events), will be sufficient to fund its operations for a period of at least one year from the date the financial statements are issued. Over the longer-term, the Company will need to raise additional capital through debt or equity financing to fund future operations until it generates positive cash flows from profitable operations. There can |
Emerging Growth Company | The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. Following the closing of the Business Combination, the Company uses this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (1) is no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents all changes in stockholders’ deficit. The Company’s net loss was equal to its comprehensive loss for all periods presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates made by management include the determination of reserves amounts for the Company’s inventories on hand, useful life of intangible assets, sales returns and allowances and certain assumptions used in the valuation of equity awards, the estimated fair value of common stock liability classified Public and Private Placement Warrants, the fair value of Earn-Out liabilities, the fair value of Additional Shares liabilities, the fair value of the Structural Derivative Liability and stock based compensation expense. Actual results could differ from those estimates, and such estimates could be material to the Company’s financial position and the results of operations. |
Segments | Segments The Company’s chief operating decision maker, who is its Chief Executive Officer, manages the Company’s operations as a single segment for the purposes of assessing performance and making operating decisions. All long-lived assets are located in the United States and all revenue is attributed customers based in the United States. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights and sharing of losses, of the Company’s Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share will, therefore, be the same for both the Company’s Class A and Class B common stock on an individual or combined basis. The Company’s participating securities included the Company’s convertible preferred stock, as the holders are entitled to receive noncumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase or outstanding shares that are contingently returnable by the holder. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash consists primarily of demand deposit bank accounts including amounts in transit from banks for customer credit card transactions. The Company considers all highly liquid investments with an original maturity from date of purchase of three months or less, or that are readily convertible into known amounts of cash, to be cash equivalents. As of December 31, 2022 and 2021, cash equivalents are comprised of money market funds. As of December 31, 2022, the Company held short-term restricted cash of $12.0 million which primarily represents cash on deposit with a financial institution to collateralize short-term obligations related to company credit cards. Long-term restricted cash of $3.0 million primarily represents cash on deposit with a financial institution to collateralize letters of credit related to the Company’s non-cancellable operating leases for its corporate headquarters. Restricted cash is stated at cost, which approximates fair value. |
Concentration of Risks | Concentration of Risks Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains the majority of its cash and cash equivalents in accounts with one financial institution within the United States, generally in the form of demand accounts. Deposits in this institution may exceed federally insured limits. Management believes minimal credit risk exists with respect to this financial institution and the Company has not experienced any losses on such amounts. |
Inventory | Inventory Inventory is recorded at the lower of weighted average cost and net realizable value. The cost of inventory consists of merchandise costs, net of vendor allowances, and inbound freight. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets. |
Capitalized Software Development Costs | Capitalized Software Development Costs |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews its long-lived assets, inclusive of its right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. As the implicit rate in the Company’s lease is generally unknown, the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Certain leases also include options to renew or terminate the lease at the election of the Company. The Company evaluates these options at lease inception and on an ongoing basis. Renewal and termination options that the Company is reasonably certain to exercise are included when |
Additional Shares Liabilities | Additional Shares Liabilities The Company has recorded a liability related to the Backstop Additional Shares, defined in Note 3, Recapitalization, and HGI Additional Shares, defined in Note 10, Common Stock and Warrants (collectively, “Additional Shares”). The Company accounts for these instruments at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. |
Earn-Out Liabilities | Earn-Out Liabilities The Company has recorded a liability related to the Earn Out Shares, defined in Note 3, Recapitalization. The Company accounts for this instrument at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. |
Warrant Liabilities | Warrant Liabilities The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 10, Common Stock and Warrants) as liabilities within derivative liabilities on its consolidated balance sheet. At the end of each reporting period, changes in fair value during the period are recognized within the consolidated statements of operations. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. |
Structural Derivative Liability | Structural Derivative Liability The Structural Derivative Liability is a compound embedded derivative related to features within the Structural Facility, defined in Note 6, Debt. The Company accounts for this instrument at fair value within derivative liabilities on its consolidated balance sheet with changes in fair value until settlement being recorded in its consolidated statement of operations. Changes in fair value of this instrument for the year ended December 31, 2022 were nominal. |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue from the sale of both third-party and Grove Brands products through its DTC platform. Customers purchase products through the website or mobile application through a combination of directly selecting items from the catalog, items that are suggested by the Company’s recurring shipment recommendation engine, and features that appear in marketing on-site, in emails and on the Company’s mobile application. Most customers purchase a combination of products recommended by the Company based on previous purchases and new products discovered through marketing or catalog browsing. Customers can have orders auto-shipped to them on a specified date or shipped immediately through an option available on the website and mobile application. In order to reduce the environmental impact of each shipment, the Company has a minimum total sales order value threshold policy which is required to be met before the order qualifies for shipment. Payment is collected upon finalizing the order. The products are subsequently packaged and shipped to fill the order. Customers can customize future purchases by selecting products they want to receive on a specified cadence or by selecting products for immediate shipment. The Company also offers a VIP membership to its customers for an annual fee which includes the rights to free shipping, free gifts and early access to exclusive sales, all of which are available at the customers’ option, should they elect to make future purchases of the Company’s products within their annual VIP membership benefit period. Many customers receive a free 60-day VIP membership for trial purposes, typically upon their first qualifying order. After the expiration of this free trial VIP membership period, customers will be charged their annual VIP membership fee, which automatically renews annually, until cancelled. The customer is alerted before any VIP membership renews. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods, in an amount that reflects the consideration that it expects to receive in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration, if any, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods it transfers to a customer. A contract with a customer exists when the customer submits an order online for the Company’s products. Under this arrangement, there is one performance obligation which is the obligation for the Company to fulfill the order. Product revenue is recognized when control of the goods is transferred to the customer, which occurs upon the Company’s delivery to a third-party carrier. The VIP membership provides customers with a suite of benefits that are only accessible to them at their option, upon making a future qualifying order of the Company’s products. The VIP membership includes free shipping, a select number of free products, and early access to exclusive sales. Under ASC 606, sales arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options; therefore the Company must assess whether these options provide a material right to the customer and if so, they are considered a performance obligation. The Company concluded that its VIP membership benefits include two material rights, one related to the future discount (i.e. free shipping) on the price of the customer’s qualifying order(s) over the membership period and the second one relating to a certain number of free products provided at pre-set intervals within the VIP membership benefit period, that will only ship with a customer’s next qualifying order (i.e. bundled). At inception of the VIP membership benefit period, the Company allocates the VIP membership fee to each of the two material rights using a relative standalone selling price basis. Generally, standalone selling prices are determined based on the observable price of the good or service when sold separately to non-VIP customers and the estimated number of shipments and free products per benefit period. The Company also considers the likelihood of redemption when determining the standalone selling price for free products and then recognize these allocated amounts upon the shipment of a qualifying customer order. To date, customers buying patterns closely approximate a ratable revenue attribution method over the customers VIP Membership period. |
Customer Referral Credits | Customer Referral Credits The Company has a customer referral program under which credits are issued for future purchases to customers when the referral results in the generation of a new customer order. The Company records a liability at the time of issuing the credit and reduce the liability upon application of the credit to a customer’s purchase. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold consists of the product costs of merchandise, inbound freight costs, vendor allowances, costs associated with inventory shrinkage, damages and inventory write-offs and changes to the Company’s inventory reserves. Vendor Allowances The Company receives discounts and other product related reimbursements from certain vendors through a variety of programs intended to offset the purchase prices of inventory and for the promotion and selling of that vendor’s inventory. Discounts and other reimbursements are recorded as a reduction in the cost of the associated inventory purchased. |
Advertising Expenses | Advertising Expenses Advertising expenses, other than production costs, are expensed as incurred and consist primarily of the customer acquisition costs associated with online advertising, as well as advertising on television, direct mail campaigns and other media. Costs associated with the production of advertising are expensed when the first advertisement is shown. |
Product Development Expenses | Product Development Expenses Product development expenses relate to costs related to the ongoing support and maintenance of the Company’s proprietary technology, including the Company’s website and mobile device application, as well as amortization of capitalized internally developed software, and relate to the product packaging innovation in the Company’s Grove Brands products. Product development expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense. Product development costs also include allocated facilities, equipment, depreciation and overhead costs. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs including qualified cost of credits issued through the Company’s referral program, costs associated with the Company’s customer service operation and costs of environmental offsets. Fulfillment Costs |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes the benefits of tax-return positions in the consolidated financial statements when they are more likely than not to be sustained by the taxing authority, based on the technical merits at the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual outcomes. The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation relates to stock options, restricted stock units (“RSU”) and stock purchase rights under an Employee Stock Purchase Plan (“ESPP”). The Company recognizes the cost of share-based awards granted to employees and non-employees based on the estimated grant-date fair value of the awards. For stock option awards with service-only vesting conditions, expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company estimates the grant-date fair value of the stock option awards with service only vesting conditions using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model utilizes inputs and assumptions which involve inherent uncertainties and generally require significant judgment. As a result, if factors or expected outcomes change and significantly different assumptions or estimates are used, the Company’s stock-based compensation could be materially different. Significant inputs and assumptions include: Fair value of Common Stock – As there has been no public market for the Company’s common stock prior to the Business Combination, the fair value of the shares of common stock underlying the stock-based awards on the grant-date has historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists. The Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include important developments in the Company’s operations, the prices at which the Company sold shares of its convertible preferred stock, the rights, preferences and privileges of the Company’s convertible preferred stock relative to those of the Company’s common stock, actual operating results, financial performance, external market conditions, equity market conditions of comparable public companies, and the lack of marketability of the Company’s common stock. Expected Term – The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility – Because the Company was privately held prior to the Business Combination and did not have an active trading market for its common stock, the expected volatility was estimated based on the average volatility for publicly traded companies that the Company considers to be comparable, over a period equal to the expected term of the stock option grants. Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend – The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. For RSU awards with performance vesting conditions, the Company evaluates the probability of achieving the performance vesting condition at each reporting date. The Company begins to recognize expense for RSUs with performance vesting conditions using an accelerated attribution method when it is deemed probable that the performance condition will be met. For RSUs with service-only vesting conditions, expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The fair value of RSU awards is determined using the price of the Company’s common stock on the grant date, as determined by the Company’s board of directors. For awards with both market and service vesting conditions, expense is recognized over the derived service period using an accelerated attribution method starting from when it is deemed probable that the performance condition will be met. The fair value of stock option awards with both market and performance conditions is estimated using multifactor Monte Carlo simulations. The Monte Carlo simulation model incorporates the probability of satisfying a market condition and utilizes inputs and assumptions which involve inherent uncertainties and generally require significant judgment, including the Company’s stock price, contractual terms, maturity and risk-free interest rates, as well as volatility. The fair value of each purchase under the ESPP is estimated at the beginning of the offering period using the Black-Scholes option pricing model and recorded as expense over the service period using the straight-line method. The Company accounts for forfeitures as they occur. |
Fair Value Measurement | The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: 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 significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Financial instruments consist of cash equivalents, accounts payable, accrued liabilities, debt and convertible preferred stock warrant liability, Additional Shares, Earn-Out Shares and Public and Private Placement Warrants. Cash equivalents, convertible preferred stock warrant liability, Earn-Out Shares and Public and Private Placement Warrant are stated at fair value on a recurring basis. Accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short period time to the expected receipt or payment. The carrying amount of the Company’s outstanding debt approximates the fair value as the debt bears interest at a rate that approximates prevailing market rate. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. Private Placement Warrants are classified as Level 2 as the fair value approximates the fair value of the Public Warrants. The Private Placement Warrants are identical to the Public Warrants, with certain exceptions as discussed in Note 9, Common Stock and Warrants. The Additional Shares and Earn-Out Shares are classified as Level 3 and their fair values were estimated using a Monte Carlo options pricing model utilizing assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies. The Structural Derivative Liability is a compound embedded derivative related to features within the Structural Debt Facility, including an increase in interest rate upon an event of default and the contingent issuance of the Structural Subsequent Shares as defined in Note 6, Debt. This liability is classified as Level 3 and is valued using a risk-neutral income approach related to an event of default occurring and expected cash flows in such a scenario and an income and Black-Scholes pricing model for the contingent issuance of the Structural Subsequent Shares utilizing assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the expected volatility assumption using an average of the implied volatility of its publicly traded warrants and an implied volatility based on its peer companies. |
Contingencies | ContingenciesThe Company records loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses material contingencies when a loss is not probable but reasonably possible. Accounting for contingencies requires the Company to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although the Company cannot predict with assurance the outcome of any litigation or non-income-based tax matters, the Company does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on the Company’s financial position, operating results or cash flows |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2022 2021 Cash and cash equivalents $ 81,084 $ 78,376 Restricted cash 14,901 — Total cash, cash equivalents and restricted cash $ 95,985 $ 78,376 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): Year Ended December 31, 2022 2021 Cash and cash equivalents $ 81,084 $ 78,376 Restricted cash 14,901 — Total cash, cash equivalents and restricted cash $ 95,985 $ 78,376 |
Schedule of Property Plant and Equipment Useful Life | The estimated useful lives of the Company’s assets are as follows: Computer equipment 3 - 5 years Furniture and fixtures 5 years Machinery and warehouse equipment 7 - 10 years Leasehold improvements Shorter of 10 years or lease term |
Disaggregation of Revenue | The following table sets forth revenue by product type (in thousands): Year Ended December 31, 2022 2021 2020 Revenue, net: Grove Brands $ 154,854 $ 187,055 $ 164,372 Third-party products 166,673 196,630 199,899 Total revenue, net $ 321,527 $ 383,685 $ 364,271 |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 by level within the fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 74,990 $ — $ — $ 74,990 Total $ 74,990 $ — $ — $ 74,990 Financial Liabilities: Additional Shares $ — $ — $ 580 $ 580 Earn-Out Shares — — 4,122 4,122 Private Placement Warrants — 670 — 670 Public Warrants 805 — — 805 Structural Derivative Liability — — 7,050 7,050 Total $ 805 $ 670 $ 11,752 $ 13,227 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets: Cash equivalents: Money market funds $ 77,771 $ — $ — $ 77,771 Total $ 77,771 $ — $ — $ 77,771 Financial Liabilities: Convertible preferred stock warrant liability $ — $ — $ 4,787 $ 4,787 Total $ — $ — $ 4,787 $ 4,787 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a summary of changes in the estimated fair value of the Additional Shares liability (in thousands): Balance at December 31, 2021 $ — Assumption of Backstop Additional Shares liability 15,340 Change in fair value of Backstop Additional Shares liability 970 Settlement of Backstop Additional Shares liability (16,310) Issuance of HGI Additional Shares liability 823 Change in fair value of HGI Additional Shares Liability (243) Balance at December 31, 2022 $ 580 The following table provides a summary of changes in the estimated fair value of the Earn-Out liability (in thousands): Balance at December 31, 2021 $ — Assumption of Earn-Out liability 70,481 Change in fair value (66,359) Balance at December 31, 2022 $ 4,122 The following table provides a summary of changes in the estimated fair value of the Structural Derivative Liability (in thousands): Balance at December 31, 2021 $ — Issuance of Structural Derivative Liability 7,050 Change in fair value — Balance at December 31, 2022 $ 7,050 The fair value of the preferred stock warrant liability is determined using the Black-Scholes option pricing model, which involve inherent uncertainties and the application of management’s judgment. The following table provides a summary of changes in the estimated fair value of the preferred stock warrant liability (in thousands): Balance at December 31, 2021 $ 4,787 Change in fair value (1,616) Net exercise of preferred stock warrants (989) Balance before reclassification immediately prior to the Business Combination 2,182 Reclassification to additional paid-in capital (2,182) Balance at December 31, 2022 $ — |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Observable Input Reconciliation | The following table provides a summary of changes in the estimated fair value of the Private Placement Warrants and Public Warrants (in thousands): Private Placement Warrants Public Warrants Balance at December 31, 2021 $ — $ — Assumption of Private Placement and Public Warrants 3,350 4,025 Changes in fair value (2,680) (3,220) Balance at December 31, 2022 $ 670 $ 805 |
Other Balance Sheet Informati_2
Other Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Machinery and warehouse equipment $ 6,799 $ 7,252 Internally developed software 15,199 12,593 Computer equipment 2,805 3,330 Leasehold improvements 2,018 2,164 Furniture and fixtures 1,028 1,184 Construction in progress — 25 Total property and equipment 27,849 26,548 Less: accumulated depreciation (13,319) (10,616) Property and equipment, net $ 14,530 $ 15,932 |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Inventory purchases $ 2,757 $ 4,659 Compensation and benefits 1,714 2,072 Advertising costs 1,203 2,363 Fulfillment costs 1,725 1,120 Sales taxes 1,374 1,812 Transaction costs 17,500 1,846 Other accrued expenses 5,081 6,779 Total accrued expenses $ 31,354 $ 20,651 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s outstanding debt, net of debt discounts, consisted of the following (in thousands): December 31, 2022 2021 Silicon Valley Bank Loan Revolver $ — $ 5,947 Silicon Valley Bank and Hercules Mezzanine Term Loan — 59,237 Structural Debt Facility 60,620 — Atel Loan Facility Draw 3 480 1,489 Atel Loan Facility Draw 4 95 260 Total debt 61,195 66,933 Less: debt, current (575) (10,750) Total debt, noncurrent $ 60,620 $ 56,183 |
Schedule of Maturities of Long-Term Debt | A schedule of the Company’s future debt maturities is as follows (in thousands): Year ended December 31, 2023 $ 576 2024 — 2025 24,000 2026 48,000 2027 and thereafter — Total principal debt payments $ 72,576 Less: debt discounts (11,381) Total Debt $ 61,195 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Year Ended December 31, Operating Lease 2023 $ 6,406 2024 5,881 2025 5,371 2026 5,523 2027 3,521 Thereafter 847 Total undiscounted lease payments 27,549 Less: Imputed interest (7,652) Present value of lease liabilities 19,897 Less: Operating lease liabilities, current 3,705 Operating lease liabilities, noncurrent $ 16,192 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Temporary Equity | The Company’s outstanding convertible preferred stock consisted of the following as of December 31, 2021 (in thousands, except share and per share data): Original Issue Price Shares Authorized Shares Outstanding Net Carrying Value Liquidation Preference Series Seed $ 0.5245 9,693,116 9,693,115 $ 3,943 $ 5,084 Series A 0.5245 14,130,360 14,069,657 5,240 7,379 Series B 1.2450 12,689,363 12,563,418 15,545 15,642 Series C 2.4144 15,635,550 15,324,913 36,917 37,000 Series C-1 3.1669 8,554,106 8,554,106 27,003 27,090 Series D 7.0135 20,196,682 19,961,423 136,618 140,000 Series D-1 9.0731 5,314,209 5,314,209 48,146 48,216 Series D-2 6.1850 14,551,371 14,551,370 89,638 90,000 Series E 8.4672 14,762,823 14,762,823 124,868 125,000 Total 115,527,580 114,795,034 $ 487,918 $ 495,411 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2022, the following Warrants were outstanding: Warrant Type Shares Exercise Price Public Warrants 8,050,000 $ 11.50 Private Placement Warrants 6,700,000 $ 11.50 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The fair value of Vested Warrants and Unvested Warrants granted to HGI was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Fair value of common stock $1.26 Expected term (in years) 4.5 years Volatility 62.50% Risk-free interest rate 4.00% Dividend yield — The fair value of stock option awards granted was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Year Ended December 31, 2021 Fair value of common stock $5.06 – $7.28 Expected term (in years) 5.00 – 6.28 Volatility 62.33% – 75.19% Risk-free interest rate 0.50% – 1.21% Dividend yield — |
Schedule of Reserved for Issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, 2022 December 31, 2021 Class A Common Stock Class B Common Stock Class A Common Stock Class B Common Stock Convertible preferred stock — — — 115,287,015 Convertible preferred stock warrants — — — 735,760 Private Placement Warrants 6,700,000 — — — Public Warrants 8,050,000 — — — Backstop Warrants 3,875,028 — — — Common Stock Warrants 4,525,000 568,905 — 688,349 Outstanding Stock Options 6,318,978 4,198,917 — 27,882,520 Outstanding Restricted Stock Units 19,322,240 263,052 — 1,777,183 Remaining Shares available for issuance under 2016 Equity Incentive Plan — — — 1,070,974 Remaining Shares available for issuance under 2022 Equity Incentive Plan 20,794,363 — — — Shares available for issuance under 2022 Employee Stock Purchase Plan 3,274,070 — — — Total shares of common stock reserved 72,859,679 5,030,874 — 147,441,801 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | Stock option activity under the 2016 Plan is as follows (in thousands, except share and per share amounts): Options Outstanding Number of Options Weighted–Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance – December 31, 2021 23,708,957 $ 3.05 7.99 $ 125,429 Recapitalization 4,173,563 (0.46) Balance – December 31, 2021 27,882,520 2.59 7.99 125,429 Exercised (328,448) 1.13 Forfeited as part of the Option Exchange (12,977,484) 3.24 Cancelled/forfeited (4,055,017) 3.26 Balance – December 31, 2022 10,521,571 1.59 4.87 61 Options vested and exercisable – December 31, 2022 9,332,003 $ 1.32 4.46 $ 61 |
Schedule of Restricted Common Stock | A summary of the restricted common stock activity is as follows: Number of Options Weighted–Average Exercise Price Outstanding and unvested as of December 31, 2021 69,513 $ 2.25 Recapitalization 12,237 (0.33) Outstanding and unvested as of December 31, 2021 81,750 1.92 Vested (65,211) 1.92 Repurchase of early exercise (16,539) 1.92 Outstanding and unvested as of December 31, 2022 — $ — |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The fair value of Vested Warrants and Unvested Warrants granted to HGI was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Fair value of common stock $1.26 Expected term (in years) 4.5 years Volatility 62.50% Risk-free interest rate 4.00% Dividend yield — The fair value of stock option awards granted was estimated at the date of grant using the Black-Scholes option-pricing model, with the following assumptions: Year Ended December 31, 2021 Fair value of common stock $5.06 – $7.28 Expected term (in years) 5.00 – 6.28 Volatility 62.33% – 75.19% Risk-free interest rate 0.50% – 1.21% Dividend yield — |
Schedule of Restricted Stock Units Activity | The following table summarizes the activity for all RSUs under all of the Company’s equity incentive plans for the years end December 31, 2022: Number of shares Weighted–Average Grant Date Fair Value Per Share Unvested – December 31, 2021 1,511,191 $ 8.62 Recapitalization 265,992 (1.29) Unvested – December 31, 2021 1,777,183 7.33 Granted 15,650,757 2.25 Granted as part of the Option Exchange 9,582,252 1.49 Vested (6,068,403) 4.34 Cancelled/forfeited (1,459,362) 6.42 Balance – December 31, 2022 19,482,427 1.75 Vested but unissued – December 31, 2022 102,865 $ 4.22 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s effective income tax rate reconciliation is composed of the following for the periods presented: Year Ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % Stock-based compensation (7.3) % (0.6) % (1.7) % Remeasurement of derivative liabilities 17.5 % (0.2) % (0.3) % Other 0.4 % — % 0.5 % Change in valuation allowance (31.6) % (20.2) % (19.5) % Provision for income taxes — % — % — % |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 119,345 $ 95,311 Deferred revenue 2,581 2,665 Inventory reserve and uniform capitalization 3,365 2,795 Operating lease liabilities 4,720 5,576 Accruals and other reserves 1,876 1,908 Stock-based compensation 6,856 4,339 Other 5,108 3,103 Total deferred tax assets 143,851 115,697 Less: valuation allowance (139,033) (107,300) Total deferred tax assets, net of valuation allowance 4,818 8,397 Deferred tax liabilities: Operating lease right-of-use assets (2,933) (5,017) Depreciation and amortization (1,885) (3,380) Total deferred tax liabilities (4,818) (8,397) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | The following summarizes the activity related to valuation allowances on deferred tax assets: December 31, 2022 2021 Valuation allowance, as of beginning of year $ 107,300 $ 75,061 Valuation allowance established 31,271 32,511 Changes to existing valuation allowances 462 (272) Valuation allowance, as of end of year $ 139,033 $ 107,300 |
Schedule of Unrecognized Tax Benefits Roll Forward | The Company’s unrecognized tax benefits are as follows (in thousands): December 31, 2022 2021 Balance at beginning of year $ 40 $ 35 Decrease related to prior period tax positions — — Increase related to current year tax positions — 5 Balance at end of year $ 40 $ 40 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis): Year Ended December 31, 2022 2021 2020 Convertible preferred stock — 115,287,015 115,287,015 Common stock options 10,521,571 27,882,520 18,733,170 Restricted stock units 19,482,427 1,777,183 — Convertible preferred stock warrants — 735,760 735,760 Common stock warrants 5,093,905 688,349 660,748 Private and Public Placement Warrants 14,750,000 — — Earn-Out Shares 13,999,960 — — Shares subject to repurchase — 81,751 1,233,707 Total 63,847,863 146,452,578 136,650,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Accumulated deficit | $ 577,858 | $ 577,858 | $ 490,143 | ||
Cash and cash equivalents | 81,084 | 81,084 | 78,376 | ||
Reverse recapitalization, proceeds received, net of transaction costs | $ 24,400 | 72,700 | |||
Restricted cash, current | 11,950 | 11,950 | 0 | ||
Restricted cash, noncurrent | 2,951 | 2,951 | 0 | ||
Impairment of operating lease right-of-use asset | 5,300 | 5,300 | 0 | $ 0 | |
Contract with customer, refund liability, current | 100 | 100 | 100 | ||
Deferred revenue | 10,878 | 10,878 | 11,267 | ||
Contract with customer, referral credit, current | 100 | 100 | 100 | ||
Fulfillment cost | $ 82,200 | 95,500 | 96,900 | ||
Software and Software Development Costs | |||||
Class of Stock [Line Items] | |||||
Property, plant and equipment, useful life (in years) | 4 years | ||||
Shipping and Handling | |||||
Class of Stock [Line Items] | |||||
Fulfillment cost | $ 50,200 | 56,100 | 57,300 | ||
Fulfillment Labor | |||||
Class of Stock [Line Items] | |||||
Fulfillment cost | 19,700 | 24,500 | $ 24,900 | ||
Deferred Revenue | |||||
Class of Stock [Line Items] | |||||
Deferred revenue | 10,900 | 10,900 | 11,300 | ||
Other Current Liabilities | |||||
Class of Stock [Line Items] | |||||
Deferred revenue | $ 200 | $ 200 | $ 300 | ||
Five Suppliers | Revenue Benchmark | Supplier Concentration Risk | |||||
Class of Stock [Line Items] | |||||
Concentration risk, percentage | 50% | 50% | 50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 81,084 | $ 78,376 | ||
Restricted cash | 14,901 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 95,985 | $ 78,376 | $ 176,523 | $ 36,829 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Minimum | Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Minimum | Machinery and warehouse equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 7 years |
Maximum | Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Maximum | Machinery and warehouse equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 321,527 | $ 383,685 | $ 364,271 |
Grove Brands | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | 154,854 | 187,055 | 164,372 |
Third-party products | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue, net | $ 166,673 | $ 196,630 | $ 199,899 |
Recapitalization - Narrative (D
Recapitalization - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 16, 2022 | Mar. 31, 2022 | Dec. 07, 2021 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Reverse Recapitalization [Line Items] | |||||||
Reverse recapitalization, percentage of voting interests acquired | 100% | ||||||
Proceeds from issuance of common stock upon Closing of Business Combination | $ 97,100,000 | $ 97,100,000 | $ 0 | $ 0 | |||
Reverse recapitalization, proceeds received, net of transaction costs | $ 24,400,000 | $ 72,700,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Reverse recapitalization, contingent consideration, liability, earnout period | 10 years | ||||||
Tranche One Shares | Corvina Holdings Limited | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 2,338,352 | ||||||
Sale of stock, consideration received on transaction | $ 27,500,000 | ||||||
Class B Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Reverse recapitalization, contingent consideration, liability (in shares) | 13,999,960 | ||||||
Class A Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | ||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,750,000 | ||||||
Class A Common Stock | Corvina Holdings Limited | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1 | ||||||
Class of warrants or rights warrants issued during period (in shares) | 3,875,028 | ||||||
Share price (in dollars per share) | $ 0.01 | ||||||
Class A Common Stock | Tranche Two Shares | Corvina Holdings Limited | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Sale of stock (in dollars per share) | $ 10 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,671,524 | 3,275,182 | |||||
Sale of stock, consideration received on transaction | $ 16,715,240 | ||||||
Reverse recapitalization, aggregate gross proceeds amount | $ 22,500,000 | ||||||
Number of trading days after the closing of business combination | 10 days | ||||||
Class A Common Stock | Private Placement | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Sale of stock, number of shares available in transaction (in shares) | 8,707,500 | ||||||
Sale of stock (in dollars per share) | $ 10 | ||||||
Sale of stock, consideration available on transaction | $ 87,075,000 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 8,607,500 | ||||||
Sale of stock, consideration received on transaction | $ 86,075,000 | ||||||
Class A Common Stock | Reverse Recapitalization Tranche One | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Reverse recapitalization, contingent consideration, liability (in shares) | 7,000,173 | ||||||
Reverse recapitalization, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 12.50 | ||||||
Reverse recapitalization contingent consideration, liability, earnout period, threshold trading days | 20 days | ||||||
Reverse recapitalization, contingent consideration, liability, earnout period, threshold trading day period | 30 days | ||||||
Class A Common Stock | Reverse Recapitalization Tranche Two | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Reverse recapitalization, contingent consideration, liability (in shares) | 6,999,787 | ||||||
Reverse recapitalization, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ 15 | ||||||
Reverse recapitalization contingent consideration, liability, earnout period, threshold trading days | 20 days | ||||||
Reverse recapitalization, contingent consideration, liability, earnout period, threshold trading day period | 30 days | ||||||
2022 Equity Incentive Plan | Class B Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Recapitalization exchange ratio | 1.1760 |
Fair Value Measurements and F_3
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 74,990 | $ 77,771 |
Financial Liabilities: | 13,227 | 4,787 |
Structural Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 7,050 | |
Additional Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 580 | |
Earn-Out Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 4,122 | |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 670 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 805 | |
Convertible preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 4,787 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 74,990 | 77,771 |
Financial Liabilities: | 805 | 0 |
Level 1 | Structural Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 1 | Additional Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 1 | Earn-Out Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 805 | |
Level 1 | Convertible preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Financial Liabilities: | 670 | 0 |
Level 2 | Structural Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 2 | Additional Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 2 | Earn-Out Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 670 | |
Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 2 | Convertible preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Financial Liabilities: | 11,752 | 4,787 |
Level 3 | Structural Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 7,050 | |
Level 3 | Additional Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 580 | |
Level 3 | Earn-Out Shares | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 4,122 | |
Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 0 | |
Level 3 | Convertible preferred stock warrant liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities: | 4,787 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 74,990 | 77,771 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 74,990 | 77,771 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Level 3 | Structural Derivative Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | $ 7,100 | ||
Changes in fair value | 0 | ||
Level 3 | Structural Lenders | Structural Debt Facility | Structural Derivative Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 7,100 | ||
Backstop Additional Shares | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 15,340 | ||
Changes in fair value | (970) | ||
HGI Additional Shares | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 800 | ||
Changes in fair value | 243 | ||
Earn-Out Shares | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | 70,481 | ||
Changes in fair value | 66,359 | ||
Convertible preferred stock warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Changes in fair value | 1,600 | $ (1,200) | $ (1,000) |
Convertible preferred stock warrant liability | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Changes in fair value | $ 1,616 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Fair value recurring basis unobservable input reconciliation liability gain loss statement of income extensible list not disclosed flag | true | ||
Level 3 | Structural Derivative Liability | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2021 | $ 0 | ||
Assumption | 7,100 | ||
Issuances | 7,050 | ||
Changes in fair value | 0 | ||
Balance at December 31, 2022 | 7,050 | $ 0 | |
Additional Shares | Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2021 | 0 | ||
Balance at December 31, 2022 | 580 | 0 | |
Backstop Additional Shares | Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Assumption | 15,340 | ||
Changes in fair value | 970 | ||
Settlement of Backstop Additional Shares liability | (16,310) | ||
HGI Additional Shares | Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Assumption | 800 | ||
Issuances | 823 | ||
Changes in fair value | (243) | ||
Earn-Out Shares | Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2021 | 0 | ||
Assumption | 70,481 | ||
Changes in fair value | (66,359) | ||
Balance at December 31, 2022 | 4,122 | 0 | |
Convertible preferred stock warrant liability | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Changes in fair value | (1,600) | 1,200 | $ 1,000 |
Convertible preferred stock warrant liability | Level 3 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2021 | 4,787 | ||
Changes in fair value | (1,616) | ||
Net exercise of preferred stock warrants | (989) | ||
Balance at December 31, 2022 | 0 | $ 4,787 | |
Convertible preferred stock warrant liability | Level 3 | Previously Reported | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2022 | 2,182 | ||
Convertible preferred stock warrant liability | Level 3 | Recapitalization | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at December 31, 2022 | $ (2,182) |
Fair Value Measurements and F_6
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Observable Input Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Private Placement Warrants | Level 2 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Observable Input Reconciliation [Roll Forward] | |
Balance at December 31, 2021 | $ 0 |
Assumption of Private Placement and Public Warrants | 3,350 |
Changes in fair value | (2,680) |
Balance at December 31, 2022 | 670 |
Public Warrants | Level 1 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Observable Input Reconciliation [Roll Forward] | |
Balance at December 31, 2021 | 0 |
Assumption of Private Placement and Public Warrants | 4,025 |
Changes in fair value | (3,220) |
Balance at December 31, 2022 | $ 805 |
Other Balance Sheet Informati_3
Other Balance Sheet Information - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 27,849 | $ 26,548 |
Less: accumulated depreciation | (13,319) | (10,616) |
Property and equipment, net | 14,530 | 15,932 |
Machinery and warehouse equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 6,799 | 7,252 |
Internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,199 | 12,593 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,805 | 3,330 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,018 | 2,164 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,028 | 1,184 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 25 |
Other Balance Sheet Informati_4
Other Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation | $ 2 | $ 2.2 | $ 2.1 |
Capitalized computer software, gross | 4.3 | 4.8 | |
Capitalized computer software, amortization | $ 3.6 | $ 2.5 | $ 1.7 |
Other Balance Sheet Informati_5
Other Balance Sheet Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory purchases | $ 2,757 | $ 4,659 |
Compensation and benefits | 1,714 | 2,072 |
Advertising costs | 1,203 | 2,363 |
Fulfillment costs | 1,725 | 1,120 |
Sales taxes | 1,374 | 1,812 |
Transaction costs | 17,500 | 1,846 |
Other accrued expenses | 5,081 | 6,779 |
Accrued expenses | $ 31,354 | $ 20,651 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 61,195 | $ 66,933 |
Debt, current | (575) | (10,750) |
Debt, noncurrent | 60,620 | 56,183 |
Silicon Valley Bank Loan Revolver | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | 0 | 5,947 |
Silicon Valley Bank and Hercules Mezzanine Term Loan | Mezzanine Loan And Equity Security | ||
Debt Instrument [Line Items] | ||
Other long-term debt | 0 | 59,237 |
Structural Lenders | Structural Debt Facility | ||
Debt Instrument [Line Items] | ||
Other long-term debt | 60,620 | 0 |
Atel | Atel Loan Facility Draw 3 | ||
Debt Instrument [Line Items] | ||
Other long-term debt | 480 | 1,489 |
Atel | Atel Loan Facility Draw 4 | ||
Debt Instrument [Line Items] | ||
Other long-term debt | $ 95 | $ 260 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 21, 2022 | Dec. 31, 2022 | Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 21, 2025 | Sep. 30, 2021 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 4,663,000 | $ 1,027,000 | $ 0 | ||||||
Payment of debt issuance costs | 2,463,000 | 375,000 | $ 279,000 | ||||||
Total principal debt payments | $ 72,576,000 | $ 72,576,000 | |||||||
Atel Loan Facility Draw 4 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, effective percentage | 19.23% | 19.23% | |||||||
Atel Loan Facility Draw 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, effective percentage | 19.23% | 19.23% | |||||||
Structural Derivative Liability | Level 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | $ 7,100,000 | ||||||||
Silicon Valley Bank Loan Revolver | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term line of credit | $ 0 | 0 | 5,947,000 | ||||||
Structural Lenders | Structural Debt Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 72,000,000 | 72,000,000 | |||||||
Other long-term debt | $ 60,620,000 | $ 60,620,000 | 0 | ||||||
Debt instrument, interest rate, effective percentage | 20.09% | 20.09% | |||||||
Debt instrument, covenant, minimum unrestricted cash required to maintain | $ 57,000,000 | $ 57,000,000 | |||||||
Debt instrument, unamortized discount (premium), net | $ 1,100,000 | ||||||||
Payment of debt issuance costs | 3,300,000 | ||||||||
Total principal debt payments | $ 72,000,000 | 72,000,000 | |||||||
Structural Lenders | Structural Debt Facility | Structural Derivative Liability | Level 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability, purchases | $ 7,100,000 | ||||||||
Structural Lenders | Structural Debt Facility | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, anniversary of closing date | 30 months | ||||||||
Trading days prior to such date | 60 days | ||||||||
Structural Lenders | Structural Debt Facility | Class A Common Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of shares (in shares) | 4,950,000 | ||||||||
Structural Lenders | Structural Debt Facility | Class A Common Stock | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Contingently issuable shares, calculation, numerator | $ 9,900,000 | ||||||||
Contingently issuable shares, calculation, maximum denominator | $ 2 | ||||||||
Structural Lenders | Structural Debt Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, effective percentage | 15% | 15% | |||||||
Structural Lenders | Structural Debt Facility | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 7.50% | ||||||||
Loan And Security Agreement | Silicon Valley Bank Loan Revolver | Growth Capital Advance | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 3,900,000 | ||||||||
Loan And Security Agreement | Silicon Valley Bank Loan Revolver | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||||
Loan revolver borrower capacity as a percentage of inventory balance | 60% | ||||||||
Loan And Security Agreement | Silicon Valley Bank Loan Revolver | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | $ 6,000,000 | |||||||
Amendment to the Loan And Security Agreement | Silicon Valley Bank Loan Revolver | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan revolver borrower capacity as a percentage of inventory balance | 65% | ||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||||||||
Long-term debt, percentage bearing variable interest, percentage rate | 3.25% | ||||||||
Mezzanine Loan and Security Agreement | Silicon Valley Bank and Hercules Mezzanine Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, percentage bearing variable interest, percentage rate | 8.75% | ||||||||
Debt instrument, basis spread on variable rate | 5.50% | ||||||||
Mezzanine Loan and Security Agreement | Silicon Valley Bank and Hercules Mezzanine Term Loan | Tranche One | |||||||||
Debt Instrument [Line Items] | |||||||||
Other long-term debt | $ 25,000,000 | ||||||||
Mezzanine Loan and Security Agreement | Silicon Valley Bank and Hercules Mezzanine Term Loan | Tranche Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Other long-term debt | $ 25,000,000 | ||||||||
Mezzanine Loan and Security Agreement | Silicon Valley Bank and Hercules Mezzanine Term Loan | Tranche Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term line of credit | $ 10,000,000 | ||||||||
Atel Loan Facility | Atel | Tranche Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Other long-term debt | $ 500,000 | $ 500,000 | |||||||
Atel Loan Facility | Atel | Tranche Four | |||||||||
Debt Instrument [Line Items] | |||||||||
Other long-term debt | $ 100,000 | $ 100,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 576 | |
2024 | 0 | |
2025 | 24,000 | |
2026 | 48,000 | |
2027 and thereafter | 0 | |
Total principal debt payments | 72,576 | |
Less: debt discounts | (11,381) | |
Total debt | $ 61,195 | $ 66,933 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Long-Term Purchase Commitment [Line Items] | ||
Purchase obligation | $ 18.7 | $ 36.1 |
Standby Letters of Credit | ||
Long-Term Purchase Commitment [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 3.1 | $ 3.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Lessee, operating lease, term of contract | 8 years | ||||
Lessee, operating lease, renewal term | 5 years | ||||
Lessee, operating lease, increase in discount rate | 3% | ||||
Operating lease, cost | $ 7,600 | $ 7,400 | $ 6,900 | ||
Variable lease, cost | 800 | 600 | 700 | ||
Operating lease, payments | 6,900 | 6,800 | 6,600 | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 0 | $ 0 | |||
Operating lease, weighted average remaining lease term | 4 years 6 months | 4 years 6 months | 5 years 3 months 18 days | ||
Operating lease, weighted average discount rate, percent | 15.30% | 15.30% | 15.30% | ||
Impairment of operating lease right-of-use asset | $ 5,300 | $ 5,300 | $ 0 | $ 0 | |
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, operating lease, remaining lease term | 1 year | 1 year | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, operating lease, remaining lease term | 5 years | 5 years |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 6,406 | |
2024 | 5,881 | |
2025 | 5,371 | |
2026 | 5,523 | |
2027 | 3,521 | |
Thereafter | 847 | |
Total undiscounted lease payments | 27,549 | |
Less: Imputed interest | (7,652) | |
Present value of lease liabilities | 19,897 | |
Operating lease liabilities, current | 3,705 | $ 3,550 |
Operating lease liabilities, noncurrent | $ 16,192 | $ 20,029 |
Convertible Preferred Stock - T
Convertible Preferred Stock - Temporary Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Jun. 16, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary equity, shares authorized (in shares) | 100,000,000 | 100,000,000 | 115,527,580 |
Temporary equity, shares outstanding (in shares) | 0 | 114,795,034 | |
Net Carrying Value | $ 0 | $ 487,918 | |
Liquidation Preference | $ 495,411 | ||
Series Seed | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 0.5245 | ||
Temporary equity, shares authorized (in shares) | 9,693,116 | ||
Temporary equity, shares outstanding (in shares) | 9,693,115 | ||
Net Carrying Value | $ 3,943 | ||
Liquidation Preference | $ 5,084 | ||
Series A | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 0.5245 | ||
Temporary equity, shares authorized (in shares) | 14,130,360 | ||
Temporary equity, shares outstanding (in shares) | 14,069,657 | ||
Net Carrying Value | $ 5,240 | ||
Liquidation Preference | $ 7,379 | ||
Series B | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 1.2450 | ||
Temporary equity, shares authorized (in shares) | 12,689,363 | ||
Temporary equity, shares outstanding (in shares) | 12,563,418 | ||
Net Carrying Value | $ 15,545 | ||
Liquidation Preference | $ 15,642 | ||
Series C | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 2.4144 | ||
Temporary equity, shares authorized (in shares) | 15,635,550 | ||
Temporary equity, shares outstanding (in shares) | 15,324,913 | ||
Net Carrying Value | $ 36,917 | ||
Liquidation Preference | $ 37,000 | ||
Series C-1 | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 3.1669 | ||
Temporary equity, shares authorized (in shares) | 8,554,106 | ||
Temporary equity, shares outstanding (in shares) | 8,554,106 | ||
Net Carrying Value | $ 27,003 | ||
Liquidation Preference | $ 27,090 | ||
Series D | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 7.0135 | ||
Temporary equity, shares authorized (in shares) | 20,196,682 | ||
Temporary equity, shares outstanding (in shares) | 19,961,423 | ||
Net Carrying Value | $ 136,618 | ||
Liquidation Preference | $ 140,000 | ||
Series D-1 | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 9.0731 | ||
Temporary equity, shares authorized (in shares) | 5,314,209 | ||
Temporary equity, shares outstanding (in shares) | 5,314,209 | ||
Net Carrying Value | $ 48,146 | ||
Liquidation Preference | $ 48,216 | ||
Series D-2 | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 6.1850 | ||
Temporary equity, shares authorized (in shares) | 14,551,371 | ||
Temporary equity, shares outstanding (in shares) | 14,551,370 | ||
Net Carrying Value | $ 89,638 | ||
Liquidation Preference | $ 90,000 | ||
Series E | |||
Temporary Equity [Line Items] | |||
Original issue price (in dollars per share) | $ 8.4672 | ||
Temporary equity, shares authorized (in shares) | 14,762,823 | ||
Temporary equity, shares outstanding (in shares) | 14,762,823 | ||
Net Carrying Value | $ 124,868 | ||
Liquidation Preference | $ 125,000 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) | Jun. 16, 2022 |
Class B Common Stock | 2022 Equity Incentive Plan | |
Temporary Equity [Line Items] | |
Recapitalization exchange ratio | 1.1760 |
Common Stock and Warrants - Nar
Common Stock and Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||||||
Nov. 10, 2022 USD ($) $ / shares shares | Jul. 18, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Jul. 16, 2022 $ / shares shares | Jun. 16, 2022 vote $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock, exchange ratio | 1 | |||||||
Common stock, shares authorized (in shares) | 900,000,000 | |||||||
Temporary equity, shares authorized (in shares) | 100,000,000 | 100,000,000 | 115,527,580 | 100,000,000 | ||||
Number of shares converted (in shares) | 1 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Derivative liabilities | $ | $ 13,227 | $ 13,227 | $ 0 | |||||
Consulting fee expense | $ | $ 150 | |||||||
Stock-based compensation expense | $ | $ 43,600 | $ 14,600 | $ 7,800 | |||||
Standby Equity Purchase Agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Purchase agreement, equity interests issuable, not yet issued | $ | $ 100,000 | |||||||
Purchase agreement, equity interests issuable, not yet issued, transaction period | 36 months | |||||||
Sale of stock, exchange cap, maximum number of shares authorized to sell (in shares) | 32,557,664 | |||||||
Sale of stock, exchange cap, percentage of shares outstanding | 19.99% | |||||||
Sale of stock, ability to sell full commitment, share price threshold (in dollars per share) | $ / shares | $ 3.07 | |||||||
Purchase agreement, volume weighted average price, percentage | 97.55% | |||||||
Purchase agreement, deferred transaction cost | $ | $ 700 | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 739,825 | |||||||
Sale of stock, consideration received on transaction | $ | $ 2,400 | |||||||
Sale of stock, number of shares available in transaction (in shares) | 31,817,839 | |||||||
Private Placement Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right, outstanding (in shares) | 6,700,000 | 6,700,000 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Derivative liabilities | $ | $ 1,500 | $ 1,500 | ||||||
Number of days after the completion of an initial business combination | 30 days | 30 days | ||||||
Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right, outstanding (in shares) | 8,050,000 | 8,050,000 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Derivative liabilities | $ | $ 1,500 | $ 1,500 | ||||||
HGI Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 1.26 | |||||||
Warrants issued (in shares) | 4,525,000 | |||||||
Warrant shares, shares vesting rights, percentage | 40% | |||||||
Warrants, covenant, quarterly net revenue | $ | $ 100,000 | |||||||
Warrants, equity ownership percentage | 25% | |||||||
Warrant, exercise price, increase, percentage | 50% | |||||||
Vested Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Stock-based compensation expense | $ | 1,200 | |||||||
Unvested Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 0 | |||||||
Class B Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 194,046,918 | 200,000,000 | ||||
Number of votes | vote | 10 | |||||||
Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 800,000,000 | |||||||
Class A Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 0 | 600,000,000 | ||||
Number of votes | vote | 1 | |||||||
Number of shares converted (in shares) | 1 | |||||||
Class A Common Stock | HGI Subscription Agreement | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,984,126 | |||||||
Sale of stock, consideration received on transaction | $ | $ 2,500 | |||||||
Class A Common Stock | HGI Subscription Agreement, Additional Shares | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 0 | |||||||
Sale of stock, covenant, volume weighted average price threshold (in dollars per share) | $ / shares | $ 1.26 | |||||||
Sale of stock, assumption of liability for contingently issuable shares, corresponding expense | $ | $ 800 | |||||||
Class A Common Stock | Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrant or right, entitles to purchase (in shares) | 1 | |||||||
Class of warrants redemption notice period | 30 days | |||||||
Class of warrants or rights redemption price per unit (in dollars per share) | $ / shares | $ 0.01 | |||||||
Share redemption trigger price (in dollars per share) | $ / shares | $ 18 | |||||||
Class A Common Stock | Public Warrants | Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | |||||||
Class A Common Stock | Public Warrants | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||||||
2022 Equity Incentive Plan | Class B Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Recapitalization exchange ratio | 1.1760 |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) | Dec. 31, 2022 $ / shares shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | shares | 8,050,000 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, outstanding (in shares) | shares | 6,700,000 |
Exercise price (in dollars per share) | $ / shares | $ 11.50 |
Common Stock and Warrants - S_2
Common Stock and Warrants - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 3.73 | $ 2.07 | |
Dividend yield | 0% | ||
Unvested Warrant | |||
Class of Warrant or Right [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 1.26 | ||
Expected term (in years) | 4 years 6 months | ||
Volatility | 62.50% | ||
Risk-free interest rate | 4% | ||
Dividend yield | 0% | ||
Vested Warrants | |||
Class of Warrant or Right [Line Items] | |||
Fair value of common stock (in dollars per share) | $ 1.26 | ||
Expected term (in years) | 4 years 6 months | ||
Volatility | 62.50% | ||
Risk-free interest rate | 4% | ||
Dividend yield | 0% |
Common Stock and Warrants - S_3
Common Stock and Warrants - Schedule of Reserved for Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock, shares reserved for future issuance (in shares) | 0 | 0 |
Convertible preferred stock warrant, shares reserved for future issuance (in shares) | 0 | 0 |
Private placement warrant, shares reserved for future issuance (in shares) | 6,700,000 | 0 |
Public warrant, shares reserved for future issuance (in shares) | 8,050,000 | 0 |
Backstop warrant, shares reserved for future issuance (in shares) | 3,875,028 | 0 |
Common stock warrant, shares reserved for future issuance (in shares) | 4,525,000 | 0 |
Outstanding stock option, shares reserved for future issuance (in shares) | 6,318,978 | 0 |
Outstanding restricted stock unit, shares reserved for future issuance (in shares) | 19,322,240 | 0 |
Shares available for issuance under 2022 Employee Stock Purchase Plan (in shares) | 3,274,070 | 0 |
Total shares of common stock reserved (in shares) | 72,859,679 | 0 |
Class B Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Convertible preferred stock, shares reserved for future issuance (in shares) | 0 | 115,287,015 |
Convertible preferred stock warrant, shares reserved for future issuance (in shares) | 0 | 735,760 |
Private placement warrant, shares reserved for future issuance (in shares) | 0 | 0 |
Public warrant, shares reserved for future issuance (in shares) | 0 | 0 |
Backstop warrant, shares reserved for future issuance (in shares) | 0 | 0 |
Common stock warrant, shares reserved for future issuance (in shares) | 568,905 | 688,349 |
Outstanding stock option, shares reserved for future issuance (in shares) | 4,198,917 | 27,882,520 |
Outstanding restricted stock unit, shares reserved for future issuance (in shares) | 263,052 | 1,777,183 |
Shares available for issuance under 2022 Employee Stock Purchase Plan (in shares) | 0 | 0 |
Total shares of common stock reserved (in shares) | 5,030,874 | 147,441,801 |
2016 Equity Incentive Plan | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Shares available for future issuance under equity incentive plan (in shares) | 0 | 0 |
2016 Equity Incentive Plan | Class B Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Shares available for future issuance under equity incentive plan (in shares) | 0 | 1,070,974 |
2022 Equity Incentive Plan | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Shares available for future issuance under equity incentive plan (in shares) | 20,794,363 | 0 |
2022 Equity Incentive Plan | Class B Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Shares available for future issuance under equity incentive plan (in shares) | 0 | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Sep. 26, 2022 $ / shares shares | May 31, 2022 shares | Feb. 28, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Jun. 16, 2022 | Apr. 30, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Fair value of common stock (in dollars per share) | $ / shares | $ 3.73 | $ 2.07 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 0 | ||||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 10.5 | $ 13.3 | $ 5.9 | ||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, aggregate intrinsic value | 1 | 4.3 | 9.9 | ||||||
Share-based compensation arrangement by share-based payment award, fair value of shares subject to repurchase obligation | 0 | 0.2 | |||||||
Stock-based compensation expense | 43.6 | $ 14.6 | $ 7.8 | ||||||
Share-based payment arrangement, aggregate incremental expense, option exchange | 4.4 | ||||||||
Share-based payment arrangement, expense, option exchange | 2.2 | ||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 30.1 | ||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (in years) | 2 years 6 months | ||||||||
Class B Common Stock | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Total shares of common stock reserved (in shares) | shares | 5,030,874 | 147,441,801 | |||||||
Share-Based Payment Arrangement, Option | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, options, exchange, number | shares | 12,977,484 | ||||||||
Share-based compensation arrangement by share-based payment award, options, exchange, weighted average exercise price (in dollars per share) | $ / shares | $ 3.24 | ||||||||
Restricted stock units | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, options, exchange, number | shares | 9,582,252 | ||||||||
2022 Equity Incentive Plan | Class B Common Stock | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Recapitalization exchange ratio | 1.1760 | ||||||||
Share-Based Payment Arrangement | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by Share-based payment award, shares issued in period (in shares) | shares | 0 | 11,025 | |||||||
Market-based Stock Options | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | shares | 1,017,170 | ||||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.77 | ||||||||
Vesting rights, percentage | 100% | ||||||||
Share-based compensation arrangement by share-based payment award, options, grant date, fair value | $ 5.5 | ||||||||
Stock-based compensation expense | $ 4.6 | ||||||||
Restricted stock units | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, catch up expense | $ 11.9 | ||||||||
Restricted stock units | Vesting on February 15, 2023 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Vesting rights, percentage | 50% | ||||||||
Restricted stock units | Vesting on May 15, 2023 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Vesting rights, percentage | 50% | ||||||||
Employee Stock | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 0.1 | ||||||||
Share-based compensation arrangement by share-based payment award, maximum employee contributions, percentage of eligible compensation | 0.20 | ||||||||
Total shares of common stock reserved (in shares) | shares | 3,274,070 | ||||||||
Share-based compensation arrangement by share-based payment award, number of additional shares allowable under the plan | shares | 3,274,070 | ||||||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 1% | ||||||||
Equity Award Modifications | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, plan modification, incremental cost | $ 2.9 | ||||||||
Equity Award Modifications | Sixty Days | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, option, exercise price range, exercisable, weighted average remaining contractual term (in years) | 60 days | ||||||||
Equity Award Modifications | One Year | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, option, exercise price range, exercisable, weighted average remaining contractual term (in years) | 1 year | ||||||||
Equity Award Modifications | Two Years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, option, exercise price range, exercisable, weighted average remaining contractual term (in years) | 2 years | ||||||||
Equity Award Modifications | Ten Years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment arrangement, option, exercise price range, exercisable, weighted average remaining contractual term (in years) | 10 years | ||||||||
2016 Equity Incentive Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based compensation arrangement by share-based payment award, number of shares authorized (in shares) | shares | 3,500,000 | ||||||||
2022 Equity Incentive Plan | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based compensation arrangement by share-based payment award, number of shares authorized (in shares) | shares | 24,555,528 | ||||||||
Share-based compensation arrangement by share-based payment award, annual percent of shares increase | 0.05 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-Based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Options outstanding, beginning of period (in shares) | 27,882,520 | |
Exercised (in shares) | (328,448) | |
Forfeited as part of the Option Exchange (in shares) | (12,977,484) | |
Cancelled/forfeited (in shares) | (4,055,017) | |
Options outstanding, ending of period (in shares) | 10,521,571 | 27,882,520 |
Options vested and exercisable (in shares) | 9,332,003 | |
Weighted–Average Exercise Price | ||
Options outstanding, beginning of period (in dollars per share) | $ 2.59 | |
Exercised (in dollars per share) | 1.13 | |
Forfeited as part of the Option Exchange (in dollars per share) | 3.24 | |
Cancelled/forfeited (in dollars per share) | 3.26 | |
Options outstanding, ending of period (in dollars per share) | 1.59 | $ 2.59 |
Options vested and exercisable (in dollars per share) | $ 1.32 | |
Weighted-Average Remaining Contractual Life (years) | ||
Options, outstanding (in years) | 4 years 10 months 13 days | 7 years 11 months 26 days |
Options vested and exercisable (in years) | 4 years 5 months 15 days | |
Aggregate Intrinsic Value | ||
Options, outstanding, aggregate intrinsic value | $ 61 | $ 125,429 |
Options, vested and exercisable, aggregate intrinsic value | $ 61 | |
Previously Reported | ||
Number of Options | ||
Options outstanding, beginning of period (in shares) | 23,708,957 | |
Options outstanding, ending of period (in shares) | 23,708,957 | |
Weighted–Average Exercise Price | ||
Options outstanding, beginning of period (in dollars per share) | $ 3.05 | |
Options outstanding, ending of period (in dollars per share) | $ 3.05 | |
Weighted-Average Remaining Contractual Life (years) | ||
Options, outstanding (in years) | 7 years 11 months 26 days | |
Aggregate Intrinsic Value | ||
Options, outstanding, aggregate intrinsic value | $ 125,429 | |
Recapitalization | ||
Number of Options | ||
Options outstanding, beginning of period (in shares) | 4,173,563 | |
Options outstanding, ending of period (in shares) | 4,173,563 | |
Weighted–Average Exercise Price | ||
Options outstanding, beginning of period (in dollars per share) | $ (0.46) | |
Options outstanding, ending of period (in dollars per share) | $ (0.46) |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Common Stock (Details) - Restricted Common Stock | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 81,750 |
Vested (in shares) | shares | (65,211) |
Repurchase of early exercise (in shares) | shares | (16,539) |
Outstanding and unvested, ending of period (in shares) | shares | 0 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 1.92 |
Vested (in dollars per share) | $ / shares | 1.92 |
Repurchase of early exercise (in dollars per share) | $ / shares | 1.92 |
Outstanding and unvested, ending of period (in dollars per share) | $ / shares | $ 0 |
Previously Reported | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 69,513 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 2.25 |
Recapitalization | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 12,237 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ (0.33) |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility, minimum | 62.33% |
Volatility, maximum | 75.19% |
Risk-free interest rate, minimum | 0.50% |
Risk-free interest rate, maximum | 1.21% |
Dividend yield | 0% |
Minimum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of common stock (in dollars per share) | $ 5.06 |
Expected term (in years) | 5 years |
Maximum | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of common stock (in dollars per share) | $ 7.28 |
Expected term (in years) | 6 years 3 months 10 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 1,777,183 |
Granted (in shares) | shares | 15,650,757 |
Granted as part of the Option Exchange (in shares) | shares | 9,582,252 |
Vested (in shares) | shares | (6,068,403) |
Cancelled/forfeited (in shares) | shares | (1,459,362) |
Outstanding and unvested, ending of period (in shares) | shares | 19,482,427 |
Vested but unissued (in shares) | shares | 102,865 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 7.33 |
Granted (in dollars per share) | $ / shares | 2.25 |
Granted as part of the Option Exchange (in dollars per share) | $ / shares | 1.49 |
Vested (in dollars per share) | $ / shares | 4.34 |
Cancelled/forfeited (in dollars per share) | $ / shares | 6.42 |
Outstanding and unvested, ending of period (in dollars per share) | $ / shares | 1.75 |
Vested but unissued (in dollars per share) | $ / shares | $ 4.22 |
Previously Reported | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 1,511,191 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ 8.62 |
Recapitalization | |
Number of Options | |
Outstanding and unvested, beginning of period (in shares) | shares | 265,992 |
Weighted–Average Exercise Price | |
Outstanding and unvested, beginning of period (in dollars per share) | $ / shares | $ (1.29) |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Stock-based compensation | (7.30%) | (0.60%) | (1.70%) |
Remeasurement of derivative liabilities | 17.50% | (0.20%) | (0.30%) |
Other | 0.40% | 0% | 0.50% |
Change in valuation allowance | (31.60%) | (20.20%) | (19.50%) |
Provision for income taxes | 0% | 0% | 0% |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 119,345 | $ 95,311 | |
Deferred revenue | 2,581 | 2,665 | |
Inventory reserve and uniform capitalization | 3,365 | 2,795 | |
Operating lease liabilities | 4,720 | 5,576 | |
Accruals and other reserves | 1,876 | 1,908 | |
Stock-based compensation | 6,856 | 4,339 | |
Other | 5,108 | 3,103 | |
Total deferred tax assets | 143,851 | 115,697 | |
Less: valuation allowance | (139,033) | (107,300) | $ (75,061) |
Total deferred tax assets, net of valuation allowance | 4,818 | 8,397 | |
Deferred tax liabilities: | |||
Operating lease right-of-use assets | (2,933) | (5,017) | |
Depreciation and amortization | (1,885) | (3,380) | |
Total deferred tax liabilities | (4,818) | (8,397) | |
Net deferred tax assets | $ 0 | $ 0 |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes Valuation Allowance [Roll Forward] | ||
Valuation allowance, as of beginning of year | $ 107,300 | $ 75,061 |
Changes to existing valuation allowances | 31,700 | |
Valuation allowance, as of end of year | 139,033 | 107,300 |
Valuation Allowance, Current Year Activity | ||
Income Taxes Valuation Allowance [Roll Forward] | ||
Changes to existing valuation allowances | 31,271 | 32,511 |
Valuation Allowance, Tax Provision At Federal Statutory Tax Rate | ||
Income Taxes Valuation Allowance [Roll Forward] | ||
Changes to existing valuation allowances | $ 462 | $ (272) |
Provision for Income Taxes - Na
Provision for Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Percentage of taxable income | 80% | ||
Deferred tax assets, valuation allowance | $ 139,033 | $ 107,300 | $ 75,061 |
Changes to existing valuation allowances | 31,700 | ||
Valuation Allowance, Current Year Activity | |||
Income Tax Contingency [Line Items] | |||
Changes to existing valuation allowances | 31,271 | 32,511 | |
Valuation Allowance, Tax Provision At Federal Statutory Tax Rate | |||
Income Tax Contingency [Line Items] | |||
Changes to existing valuation allowances | 462 | $ (272) | |
Expirable | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 234,000 | ||
Not Expirable | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 487,100 | ||
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 512,100 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 209,100 |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 40 | $ 35 |
Decrease related to prior period tax positions | 0 | 0 |
Increase related to current year tax positions | 0 | 5 |
Unrecognized tax benefits, ending balance | $ 40 | $ 40 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 63,847,863 | 146,452,578 | 136,650,400 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 0 | 115,287,015 | 115,287,015 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 10,521,571 | 27,882,520 | 18,733,170 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 19,482,427 | 1,777,183 | 0 |
Convertible preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 0 | 735,760 | 735,760 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 5,093,905 | 688,349 | 660,748 |
Private and Public Placement Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 14,750,000 | 0 | 0 |
Earn-Out Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 13,999,960 | 0 | 0 |
Shares subject to repurchase | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total net income (loss) per share attributable to common stockholders, basic and diluted (in shares) | 0 | 81,751 | 1,233,707 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 10, 2023 | Mar. 06, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | Mar. 09, 2023 | |
Restricted stock units | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 15,650,757 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Business acquisition, transaction costs reduction | $ 13.4 | ||||
Restricted cash, reduction | $ 6.1 | ||||
Subsequent Event | Revolving Credit Facility | Loan And Security Agreement | Siena Lending Group, LLC | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 35 | ||||
Line of credit facility, current borrowing capacity | 16.5 | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Long-term line of credit | $ 7.5 | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.10% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 3.75% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5.50% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Base Rate | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Base Rate | Minimum | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Subsequent Event | Revolving Credit Facility | Line of Credit | Base Rate | Maximum | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, basis spread on variable rate | 4.50% | ||||
Subsequent Event | Restricted stock units | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, granted in period, fair value | $ 5.7 | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years 6 months | ||||
Subsequent Event | Restricted stock units | 2022 Equity Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Granted (in shares) | 13,294,044 |