Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Nogin, Inc. | |
Entity Central Index Key | 0001841800 | |
Entity File Number | 001-40682 | |
Entity Tax Identification Number | 86-1370703 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State Country Code | DE | |
Entity Address, Address Line One | 1775 Flight Way | |
Entity Address, Address Line Two | STE 400 | |
Entity Address, City Or Town | Tustin | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92782 | |
City Area Code | 949 | |
Local Phone Number | 222-0209 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 66,694,295 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Security of 12b Security | Common stock, par value $0.0001 per share | |
Trading Symbol | NOGN | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Security of 12b Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |
Trading Symbol | NOGNW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 15,827 | $ 1,071 |
Accounts receivable, net | 1,631 | 1,977 |
Related party receivables | 8,477 | 5,356 |
Inventory | 12,520 | 22,777 |
Prepaid expenses and other current assets | 4,625 | 2,915 |
Total Current Assets | 43,080 | 34,096 |
Restricted cash | 1,500 | 3,500 |
Property and equipment, net | 3,080 | 1,789 |
Intangible assets, net | 939 | 1,112 |
Investment in unconsolidated affiliates | 11,675 | 13,570 |
Other non-current asset | 666 | 664 |
Total assets | 60,940 | 54,731 |
Current Liabilities | ||
Accounts payable | 17,200 | 16,098 |
Due to Clients | 3,534 | 5,151 |
Related party payables | 229 | 0 |
Accrued expenses and other liabilities | 16,335 | 14,018 |
Total Current Liabilities | 37,298 | 35,267 |
Line of credit | 0 | 348 |
Long-term note payable, net | 0 | 19,249 |
Convertible notes | 74,486 | 0 |
Deferred tax liabilities | 1,308 | 1,174 |
Other long-term liabilities | 17,988 | 734 |
Total Liabilities | 131,080 | 56,772 |
Commitments and contingencies (Note 14) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | 7 | 4 |
Additional paid-in capital | 9,233 | 4,358 |
Treasury stock | 0 | (1,330) |
Accumulated deficit | (79,380) | (16,262) |
Total Stockholders' Deficit | (70,140) | (13,230) |
Total liabilities, convertible redeemable preferred stock and stockholders' deficit | 60,940 | 54,731 |
Class A Redeemable Convertible Preferred Stock [Member] | ||
CONVERTIBLE REDEEMABLE PREFERRED STOCK | ||
Convertible, redeemable preferred stock | 0 | 4,687 |
Class B Redeemable Convertible Preferred Stock [Member] | ||
CONVERTIBLE REDEEMABLE PREFERRED STOCK | ||
Convertible, redeemable preferred stock | $ 0 | $ 6,502 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 60,760,816 |
Common stock shares issued | 66,694,295 | 39,621,946 |
Common stock shares outstanding | 66,694,295 | 39,621,946 |
Series A convertible, redeemable preferred stock [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares authorized | 8,864,495 | |
Temporary equity, shares issued | 8,864,495 | |
Temporary equity, shares outstanding | 8,864,495 | |
Series B convertible, redeemable preferred stock [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares authorized | 6,944,093 | |
Temporary equity, shares issued | 6,334,150 | |
Temporary equity, shares outstanding | 6,334,150 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Total net revenue | $ 20,974 | $ 26,947 | $ 66,522 | $ 55,221 | |
Operating costs and expenses: | |||||
Sales and marketing | 925 | 528 | 2,111 | 1,205 | |
Research and development | 1,400 | 1,609 | 4,227 | 4,033 | |
General and administrative | 15,969 | 15,658 | 46,332 | 30,300 | |
Depreciation and amortization | 194 | 144 | 614 | 384 | |
Total operating costs and expenses | 32,748 | 29,238 | 94,143 | 60,600 | |
Operating loss | (11,774) | (2,291) | (27,621) | (5,379) | |
Interest expense | (2,568) | (254) | (4,685) | (374) | |
Change in fair value of promissory notes | (1,995) | 0 | (4,561) | 0 | |
Change in fair value of derivative instruments | 64 | 0 | 64 | 0 | |
Change in fair value of unconsolidated affiliate | 87 | 0 | (1,895) | 4,937 | |
Change in fair value of convertible notes | (9,182) | 0 | (9,182) | 0 | |
Debt Extinguishment loss | (1,885) | 0 | (1,885) | 0 | |
Other (loss) income, net | (1,574) | 2,660 | 87 | 2,972 | |
Income (loss) before income taxes | (28,827) | 115 | (49,678) | 2,156 | |
Provision for income taxes | 69 | 366 | 134 | 82 | |
Net (loss) income | $ (28,896) | $ (251) | $ (49,812) | $ 2,074 | |
Net (loss) income per share attributable to common stock-basic | $ (0.58) | $ (0.01) | $ (1.16) | $ 0.04 | |
Net (loss) income per share attributable to common stock-diluted | $ (0.58) | $ (0.01) | $ (1.16) | $ 0.04 | |
Weighted average shares outstanding - basic | 49,921,209 | 39,621,946 | 43,092,760 | 39,621,946 | |
Weighted average shares outstanding - diluted | 49,921,209 | 39,621,946 | 43,092,760 | 40,896,279 | |
Service [Member] | |||||
Total net revenue | $ 10,013 | $ 9,071 | $ 27,800 | $ 31,242 | |
Operating costs and expenses: | |||||
Cost of revenue | [1] | 6,304 | 5,250 | 17,496 | 16,721 |
Product [Member] | |||||
Total net revenue | 8,645 | 15,224 | 29,401 | 19,739 | |
Operating costs and expenses: | |||||
Cost of revenue | [1] | 7,956 | 6,049 | 23,363 | 7,957 |
Related Parties [Member] | |||||
Total net revenue | $ 2,316 | $ 2,652 | $ 9,321 | $ 4,240 | |
[1] Exclusive of depreciation and amortization shown separately. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Common Stock [Member] | Common Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Treasury Stock [Member] | Treasury Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Class A Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member] | Class B Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member] | |
Beginning Balance at Dec. 31, 2020 | $ (13,218) | $ 1 | $ 4,308 | $ (1,330) | $ (16,197) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Dec. 31, 2020 | 9,129,358 | 2,042,483 | 1,459,462 | ||||||||||
Beginning Balance, as adjusted, shares at Dec. 31, 2020 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020 | $ (13,218) | $ 4 | $ 4,305 | $ (1,330) | $ (16,197) | ||||||||
Beginning Balance, as adjusted at Dec. 31, 2020 | $ 4,687 | $ (6,502) | |||||||||||
Net income (loss) | (1,494) | (1,494) | |||||||||||
Ending Balance at Mar. 31, 2021 | (14,712) | $ 4 | 4,305 | (1,330) | (17,691) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Mar. 31, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Beginning Balance at Dec. 31, 2020 | (13,218) | $ 1 | 4,308 | (1,330) | (16,197) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Dec. 31, 2020 | 9,129,358 | 2,042,483 | 1,459,462 | ||||||||||
Beginning Balance, as adjusted, shares at Dec. 31, 2020 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020 | (13,218) | 4 | 4,305 | (1,330) | (16,197) | ||||||||
Beginning Balance, as adjusted at Dec. 31, 2020 | $ 4,687 | $ (6,502) | |||||||||||
Retroactive application of reverse recapitalization, shares | [1] | 30,492,588 | 6,822,012 | 4,874,688 | |||||||||
Retroactive application of reverse recapitalization | [1] | $ 3 | (3) | ||||||||||
Stock-based compensation | 58 | ||||||||||||
Change in warrant fair value | 0 | ||||||||||||
Net income (loss) | 2,074 | ||||||||||||
Ending Balance at Sep. 30, 2021 | (11,096) | $ 4 | 4,353 | (1,330) | (14,123) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Sep. 30, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Beginning Balance at Mar. 31, 2021 | (14,712) | $ 4 | 4,305 | (1,330) | (17,691) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Mar. 31, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stock-based compensation | 32 | 32 | |||||||||||
Net income (loss) | 3,819 | 3,819 | |||||||||||
Ending Balance at Jun. 30, 2021 | (10,861) | $ 4 | 4,337 | (1,330) | (13,872) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Jun. 30, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stock-based compensation | 16 | 16 | |||||||||||
Change in warrant fair value | 0 | ||||||||||||
Net income (loss) | (251) | (251) | |||||||||||
Ending Balance at Sep. 30, 2021 | (11,096) | $ 4 | 4,353 | (1,330) | (14,123) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Sep. 30, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Beginning Balance at Dec. 31, 2021 | (13,230) | $ 1 | 4,361 | (1,330) | (16,262) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Dec. 31, 2021 | 9,129,358 | 2,042,483 | 1,459,462 | ||||||||||
Beginning Balance, as adjusted, shares at Dec. 31, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021 | (13,230) | 4 | 4,358 | (1,330) | (16,262) | ||||||||
Beginning Balance, as adjusted at Dec. 31, 2021 | $ 4,687 | $ 6,502 | |||||||||||
Stock-based compensation | 58 | ||||||||||||
Net income (loss) | (9,942) | (9,942) | |||||||||||
Ending Balance at Mar. 31, 2022 | (23,114) | $ 4 | 4,416 | (1,330) | (26,204) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Mar. 31, 2022 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Beginning Balance at Dec. 31, 2021 | (13,230) | $ 1 | 4,361 | (1,330) | (16,262) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Dec. 31, 2021 | 9,129,358 | 2,042,483 | 1,459,462 | ||||||||||
Beginning Balance, as adjusted, shares at Dec. 31, 2021 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021 | $ (13,230) | $ 4 | $ 4,358 | $ (1,330) | $ (16,262) | ||||||||
Beginning Balance, as adjusted at Dec. 31, 2021 | $ 4,687 | $ 6,502 | |||||||||||
Retroactive application of reverse recapitalization, shares | [1] | 30,492,588 | 6,822,012 | 4,874,688 | |||||||||
Retroactive application of reverse recapitalization | [1] | $ 3 | (3) | ||||||||||
Net settlement of liability classified warrants into common stock | 1,706 | ||||||||||||
Change in warrant fair value | 717 | ||||||||||||
Net income (loss) | (49,812) | ||||||||||||
Ending Balance at Sep. 30, 2022 | (70,140) | $ 7 | 9,233 | (79,380) | |||||||||
Ending Balance, Shares at Sep. 30, 2022 | 66,694,295 | ||||||||||||
Beginning Balance at Mar. 31, 2022 | (23,114) | $ 4 | 4,416 | (1,330) | (26,204) | $ 4,687 | $ 6,502 | ||||||
Beginning Balance, Shares at Mar. 31, 2022 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stock-based compensation | 25 | 25 | |||||||||||
Warrant issuance | 713 | 713 | |||||||||||
Net income (loss) | (10,973) | (10,973) | |||||||||||
Ending Balance at Jun. 30, 2022 | (33,349) | $ 4 | 5,154 | (1,330) | (37,177) | $ 4,687 | $ 6,502 | ||||||
Ending Balance, Shares at Jun. 30, 2022 | 39,621,946 | 8,864,495 | 6,334,150 | ||||||||||
Stock-based compensation | 17 | 17 | |||||||||||
Net settlement of liability classified warrants into common stock, shares | 202,680 | ||||||||||||
Net settlement of liability classified warrants into common stock | 1,706 | 1,706 | |||||||||||
Net settlement of equity classified warrants into common stock, shares | 559,051 | ||||||||||||
Exercise of stock options | 84 | 84 | |||||||||||
Exercise of stock options, shares | 199,147 | ||||||||||||
Conversion of redeemable convertible preferred stock to common shares and cancellation of treasury shares, shares | 15,198,645 | (8,864,495) | (6,334,150) | ||||||||||
Conversion of redeemable convertible preferred stock to common shares and cancellation of treasury shares | 11,189 | $ 2 | 9,857 | $ 1,330 | $ (4,687) | $ (6,502) | |||||||
Reverse capitalization, net of transaction costs, shares | 10,864,076 | ||||||||||||
Reverse capitalization, net of transaction costs | (21,745) | $ 1 | (8,439) | (13,307) | |||||||||
Equity classified warrants issued with PIPE convertible notes | 366 | 366 | |||||||||||
Common stock issued to settle PIPE convertible note issuance costs, shares | 48,750 | ||||||||||||
Common stock issued to settle PIPE convertible note issuance costs | 488 | 488 | |||||||||||
Net income (loss) | (28,896) | (28,896) | |||||||||||
Ending Balance at Sep. 30, 2022 | $ (70,140) | $ 7 | $ 9,233 | $ (79,380) | |||||||||
Ending Balance, Shares at Sep. 30, 2022 | 66,694,295 | ||||||||||||
[1] As part of the Business Combination (as disclosed in Note 1), all share information has been retrospectively adjusted using the exchange ratio stipulated by the Merger Agreement. |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (49,812) | $ 2,074 |
Adjustments to reconcile net (loss) income to net cash used by operating activities: | ||
Depreciation and amortization | 614 | 384 |
Amortization of debt issuance costs and discounts | 2,154 | 42 |
Debt Issuance Costs Expensed Under Fair Value Option | 2,034 | 0 |
Amortization of contract acquisition costs | 0 | 362 |
Stock-based compensation | 100 | 48 |
Deferred income taxes | 134 | 0 |
Change in fair value of unconsolidated affiliates | 1,895 | (4,937) |
Change in fair value of warrant liability | 717 | 0 |
Change in fair value of promissory notes | 4,561 | 0 |
Change in fair value of convertible notes | 9,182 | 0 |
Change in fair value of derivatives | (64) | 0 |
Loss on extinguishment of debt | 1,885 | 0 |
Settlement of deferred revenue | (1,611) | 0 |
Gain on extinguishment of PPP loan | 0 | (2,266) |
Other | (321) | 74 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 346 | 1,605 |
Related party receivables | (3,120) | (4,587) |
Inventory | 10,257 | (17,935) |
Prepaid expenses and other current assets | (4,037) | (1,130) |
Accounts payable | 1,875 | 10,933 |
Due to clients | (1,617) | (9,204) |
Related party payables | 229 | 0 |
Accrued expenses and other liabilities | (688) | 1,932 |
Net cash used in operating activities | (25,287) | (22,605) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (1,744) | (558) |
Investment in unconsolidated affiliate | 0 | (1,500) |
Net cash used in investing activities | (1,744) | (2,058) |
Cash Flows from Financing Activities: | ||
Exercise of stock options | 84 | 0 |
Proceeds from Business Combination, Net of Issuance Costs | 1,375 | 0 |
Proceeds from long-term notes payable | 0 | 10,000 |
Payment of long-term notes payable | (20,950) | 0 |
Proceeds from promissory notes | 8,000 | 0 |
Proceeds from promissory note – related party | 2,175 | 0 |
Payment of promissory notes | (12,033) | 0 |
Payment of promissory notes - related parties | (3,130) | 0 |
Payment of debt issuance costs | (397) | (125) |
Proceeds from PIPE convertible note issuance | 65,500 | 0 |
Prepayment and other fees paid upon early settlement of debt | (489) | 0 |
Proceeds from line of credit | 114,981 | 121,251 |
Repayments of line of credit | (115,329) | (116,251) |
Net cash provided by financing activities | 39,787 | 14,875 |
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | 12,756 | (9,788) |
Beginning of period | 4,571 | 16,168 |
End of period | 17,327 | 6,380 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 2,231 | 49 |
Cash paid for taxes | 210 | 0 |
Non Cash Investing and Financing Activities | ||
Issuance of common stock to settle transaction and advisory costs | 3,588 | 0 |
Deferred transaction and advisory fees | 10,979 | 0 |
Cash election consideration payable at closing of Business Combination | 9,198 | 0 |
Conversion of redeemable convertible preferred stock into common stock | 11,189 | 0 |
Net settlement of liability classified warrants | 1,706 | 0 |
SCHEDULE OF CASH AND RESTRICTED CASH | ||
Cash | 15,827 | 4,380 |
Restricted cash | 1,500 | 2,000 |
Total cash and restricted cash | $ 17,327 | $ 6,380 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRI PTION OF BUSINESS Nogin (the “Company”) is an e-commerce, technology platform provider that delivers Commerce-as-a-Service (“CaaS”) solutions as a headless, flexible full stack enterprise commerce platform with cloud services and optimizations along with experts for brands and retailers that provide a unique combination of customizability and sales efficiency. The Company manages clients’ front-to-back-end operations so clients can focus on their business. The Company’s business model is based on providing a comprehensive e-commerce solution to its customers on a revenue sharing basis. Unless the context otherwise requires, references in this subsection to “we,” “our,” “Nogin” and the “Company” refer to the business and operations of Legacy Nogin (as defined below) and its consolidated subsidiaries prior to the Business Combination (as defined below) and to Nogin, Inc. (formerly known as Software Acquisition Group Inc. III) and its consolidated subsidiaries following the consummation of the Business Combination. The Company’s headquarters and principal place of business are in Tustin, California. Business Combination On August 26, 2022 (the “Closing Date”), the Company completed its previously announced Business Combination pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 14, 2022 (as amended on April 19, 2022 and August 26, 2022), by and among the Company (formerly known as Software Acquisition Group Inc. III (“SWAG”)), Nuevo Merger Sub, Inc., a wholly owned subsidiary of SWAG (“Merger Sub”), and Branded Online, Inc. dba Nogin (“Legacy Nogin”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Nogin, with Legacy Nogin surviving the Business Combination as a wholly owned subsidiary of the Company (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). While Legacy Nogin became a wholly-owned subsidiary of the Company, Legacy Nogin was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of Legacy Nogin and the issuance of common stock and cash consideration in exchange for the net assets of SWAG recognized at historical costs and no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Legacy Nogin and all share and per-share data included in these condensed consolidated financial statements have been retroactively adjusted to give effect to the Business Combination. As a result of the Business Combination, equityholders of Legacy Nogin received approximately 54.3 million shares of the Company’s common stock (“Common Stock”) and cash consideration of $ 15.0 million, of which $ 10.9 million was deferred on the Closing Date (Note 9). The treatment of the Business Combination as a reverse recapitalization was based on the stockholders of Legacy Nogin holding the majority of voting interests of the Company, Legacy Nogin’s existing management team serving primarily as the initial management team of the Company, Legacy Nogin’s appointment of the majority of the initial board of directors of the Company and Legacy Nogin’s operations comprising the ongoing operations of the Company. In connection with the Business Combination, the Company received proceeds of approximately $ 58.8 million from SWAG’s trust account, net of redemptions by SWAG’s public shareholders, as well as approximately $ 65.5 million in proceeds from the contemporaneous issuance of convertible notes (the “Convertible Notes”). The aggregate cash raised has been and will be used for general business purposes, the paydown of Legacy Nogin’s outstanding debt, the payment of transaction costs and the payment of the cash consideration. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of convertible redeemable preferred stock and stockholders’ deficit for the nine months ended September 30, 2022: Recapitalization Cash - SWAG trust and cash, net of redemptions 58,841 Cash - PIPE equity financing 1,052 Less: Transaction and advisory fees paid in cash ( 54,409 ) Less: Cash election consideration paid in cash at the Closing Date ( 4,109 ) Net proceeds from Business Combination 1,375 Plus: Issuance of common stock to settle certain transaction costs 3,588 Less: non-cash items charged against additional paid-in capital ( 17,510 ) Less: Deferred cash election consideration (Note 9) ( 9,198 ) Net contributions from Business Combination and PIPE equity financing ( 21,745 ) The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares SWAG Common Stock, outstanding prior to the Business Combination 28,509,835 Less: Redemption of SWAG shares ( 17,021,595 ) SWAG Common Stock 11,488,240 Shares issued in PIPE equity financing 517,079 Shares issued to financial advisors to settle transaction and issuance costs 407,500 Business Combination and PIPE equity financing shares 12,412,819 Nogin shares 54,281,476 Total shares of common stock immediately after Business Combination 66,694,295 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021, which are included in the Company’s registration statement on Form S-1 filed with the SEC on September 16, 2022. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022, or for any future annual or interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Liquidity Our primary requirements for liquidity and capital are working capital, inventory management, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we develop and grow our business. Prior to the Business Combination, the Company’s available liquidity and operations were financed through equity contributions, line of credit, promissory notes and cash flow from operations. Subsequent to the Business Combination, the Company expects to fund operations through equity contributions and cash flow from operations. In the third quarter of 2022, the impacts from the Company's inventory purchases, which began in 2021, were adversely affected by supply chain challenges which have led to lower revenue and cash flow from operating activities. To address the resulting cash flow challenges, the Company has implemented a comprehensive cost reduction and performance improvement program, including reduced headcount and elimination of certain discretionary and general and administrative expenses. As of September 30, 2022, we had cash and restricted cash of $ 15.8 million and $ 1.5 million, respectively, which consists of amounts held as bank deposits. The Company believes its existing cash and restricted cash, together with the cash we expect to generate from future operations, will be sufficient to support working capital and capital expenditure requirements for at least the next twelve months. The Company believes it has the ability to continue as a going concern. However, because we are in the growth stage of our business and operate in an emerging field of technology, we expect to continue to invest in research and development and expand our sales and marketing teams worldwide. We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected. COVID-19 Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. At the onset of COVID-19, the Company anticipated an impact to the business, its financial conditions and results of operations. The Company applied for and was granted a Paycheck Protection Plan (“PPP”) loan. In addition, the Company has taken a number of actions to mitigate the impacts of the COVID-19 pandemic on its business. The Company witnessed a large shift in consumer spending from retail stores to online stores, and as a result, there were no significant declines in revenue for the periods presented. However, the impacts of the COVID-19 pandemic will depend on future developments, including the duration and spread of the pandemic. These developments and the impacts of the COVID-19 pandemic on the financial markets and overall economy are highly uncertain and cannot be predicted. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Accounts Receivable The allowance for doubtful accounts was $ 425 thousand as of September 30, 2022 and $ 406 thousand as of December 31, 2021. Inventory Inventory is comprised entirely of finished goods for resale. The reserve for returns was $ 326 thousand as of September 30, 2022 and $ 532 thousand as of December 31, 2021. Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, restricted cash and accounts receivables. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has had bank deposits in excess of the FDIC's insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. As of September 30, 2022, receivables from two customers amounted to $ 0.7 million (or 8 % of accounts receivable) and $ 7.7 million (or 80 % of accounts receivable). As of December 31, 2021, receivables from two customers amounted to $ 1.1 million (or 15 % of accounts receivable) and $ 5.4 million (or 73 % of accounts receivable). Major Customers For the nine months ended September 30, 2022, revenue from three customers amounted to $ 21.3 million (or 32 % of total revenue), $ 9.6 million (or 14 % of total revenue), and $ 6.2 million (or 9 % of total revenue). For the nine months ended September 30, 2021, revenue from three customer amounted to $ 14.1 million (or 25 % of total revenue), $ 10.8 million (or 19 % of total revenue), and $ 7.1 million (or 13 % of total revenue). Major Suppliers For the nine months ended September 30, 2022, three vendors accounted for $ 8.0 million (or 12 % of total operating expense purchases), $ 6.8 million (or 10 % of total operating expense purchases) and $ 6.3 million (or 9 % of total operating expense purchases). For the nine months ended September 30, 2021, three vendors accounted for $ 5.5 million (or 17 % of total operating expense purchases), $ 4.0 million (or 13 % of total operating expense purchases) and $ 2.8 million (or 9 % of total operating expense purchases). Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since its inception. Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce platform, customer service support, photography services, warehousing, and fulfillment. Most of the contracts of the Company with customers contain multiple promises, which may result in multiple performance obligations, while others are combined into one performance obligation. For contracts with customers, the Company accounts for individual promises separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors. The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform. The Company is acting as an agent in these arrangements and customers do not have the contractual right to take possession of the Company's software. Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances. CaaS Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged primarily in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold. Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of September 30, 2022 was $ 0.7 million and as of December 31, 2021 was $ 1.8 million. In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payment terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days, and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net revenue in the condensed consolidated statements of operations. Commerce as a Service As noted above, the Company’s main revenue stream is CaaS revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform. Consideration for online sales is collected directly from the end customer by the Company and amounts not owed to the Company are remitted to the customer. Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold. Product sales Under two licensee agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time. Fulfillment services Revenue for business-to-business (“B2B”) fulfillment services is recognized on a gross basis either at a point in time or over a point in time. For example, inbound and outbound services are recognized when the service is complete, while monthly storage services are recognized over the service period. Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation. Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers. Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any. Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company as the Company uses such services to fulfill its performance obligations. Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses. Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (ASC Topic 842), a comprehensive new lease recognition standard which will supersede previous existing lease recognition guidance. Under the standard, lessees will need to recognize a right-of use asset and a lease liability for leases with terms greater than twelve months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be required to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). The standard is effective for fiscal periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022 and requires a modified retrospective adoption. The Company is currently evaluating the impact the adoption of this standard will have on the financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses” (Topic 326). The FASB issued this update to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses,” which clarifies the scope of guidance in the ASU 2016-13. The updated guidance is effective for annual periods beginning after December 15, 2022 and interim periods within fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard will have on the financial statements. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company beginning January 1, 2022. The Company has adopted this guidance and there was not a material impact on the financial statements. In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 is effective for the Company beginning January 1, 2024, with early adoption permitted as of January 1, 2021. The Company early adopted the provisions of ASU 2020-06 effective January 1, 2022. There was no impact to the Company’s financial statements as a result of adoption. Other recently issued accounting standards are not expected to have a material effect on the Company's financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment, net as of September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, December 31, Furniture and equipment $ 3,880 $ 2,160 Leasehold Improvements 536 536 Property, plant, and equipment, gross 4,416 2,696 Less accumulated depreciation ( 1,336 ) ( 907 ) Property and equipment, net $ 3,080 $ 1,789 Depreciation expense for property and equipment for the nine months ended September 30, 2022 and 2021 was $ 445 thousand and $ 348 thousand, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 4. INTANGIBLE ASSETS The Company entered into a three-year master service agreement with a new customer for a $ 2.0 million contract acquisition fee on July 16, 2018. The agreement resulted in the acquisition of nine new contracts with different companies and brands. The cost is amortized over a three-year period, which ended in 2021. In connection with the Betabrand acquisition (Note 11), the Company’s amortization expense for capitalized software for the nine months ended September 30, 2022 and 2021 was $ 169 thousand and $ 36 thousand, respectively. As of September 30, 2022 and December 31, 2021, intangible assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Contract acquisition cost $ 2,000 $ 2,000 Software 1,175 1,174 3,175 3,174 Less: Accumulated amortization ( 2,236 ) ( 2,062 ) Intangible assets-net $ 939 $ 1,112 |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Sep. 30, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 5. INVESTMENT IN UNCONSOLIDATED AFFILIATES On April 6, 2021, the Company and Tiger Capital Group, LLC (“Tiger Capital”) formed a joint venture, Modcloth Partners, LLC. (“Modcloth”). The Company and Tiger Capital each contributed $ 1.5 million into Modcloth and the Company will own 50 % of the outstanding membership units. Tiger Capital will provide the financing for the inventory, while the Company entered into a Master Services Agreement (“MSA”) with Modcloth to provide the eCommerce services (see Note 12). The Company accounts for its investment in ModCloth under the fair value option of accounting. As of September 30, 2022 and December 31, 2021, the investment balance related to ModCloth was $ 4.5 million and $ 6.4 million, respectively, and was included in investment in unconsolidated affiliates on the condensed consolidated balance sheets. For the nine months ended September 30, 2022, the Company recorded a fair value adjustment related to its ModCloth investment of $ 1.9 million included in changes in fair value of unconsolidated affiliates on the condensed consolidated statements of operations. On December 31, 2021, the Company and CFL Delaware, Inc. (“CFL”) formed a joint venture, IPCO, whereby Nogin contributed certain assets acquired from the BTB (ABC), LLC (“Betabrand”) acquisition (see Note 11) and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services (Note 12); and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company accounts for its investment in IPCO under the fair value option of accounting. As of September 30, 2022 and December 31, 2021, the investment balance related to IPCO was $ 7.2 million and $ 7.1 million, respectively, and was included in investment in unconsolidated affiliates on the condensed consolidated balance sheets. For the nine months ended September 30, 2022, the Company recorded $ 1.6 million to other income, net related to the settlement of deferred revenue related to sale of finished inventory to IPCO. In addition, the Company recorded a fair value adjustment related to its IPCO investment of $ 45 thousand included in changes in fair value of unconsolidated affiliates on the condensed consolidated statement of operations for the nine months ended September 30, 2022. The following table presents summarized financial information for the joint ventures for the three and nine months ended September 30, 2022 and as of September 30, 2022 and December 31, 2021 (in thousands): Modcloth IPCO Nine months ended Three months ended Nine months ended Three months ended September 30, 2022 September 30, 2022 September 30, 2022 September 30, 2022 Net revenue $ 12,172 $ 2,822 $ 18,558 $ 4,991 Gross margin 5,242 1,245 14,190 3,943 Net loss ( 3,642 ) ( 1,111 ) ( 1,767 ) ( 461 ) Modcloth IPCO As of September 30, 2022 As of December 31, 2021 As of September 30, 2022 As of December 31, 2021 Current assets $ 3,878 $ 5,009 $ 3,759 $ 2,596 Long term assets 6,202 6,303 5,672 6,130 Current liabilities 13,379 8,539 7,300 1,699 Long term liabilities 3,292 5,698 — — The Company’s ModCloth and IPCO investments are Level 3 fair value measurement. The Company utilized the following valuation methods to conclude on the fair value as of September 30, 2022: - Discounted Cash Flow – The key unobservable input utilized was a discount rate of 17.4 % for Modcloth and 19.0 % for IPCO. - Guideline Public Company Method – The Company utilized a revenue multiple of 0.78 x for Modcloth and 0.28 x for IPCO on current period forecasted revenues. The revenue multiple was derived from public peers of the Company. - Guideline Transaction Method – The Company utilized a revenue multiple of 0.80 x for Modcloth and 0.29 x for IPCO on current period forecasted revenues. The revenue multiple was derived from public transactions in which the target companies were similar to the Company. The following table summarizes the changes in the ModCloth and IPCO investment Level 3 fair value measurement (in thousands): Modcloth IPCO Balance as of December 31, 2021 $ 6,437 $ 7,133 Change in fair value ( 1,940 ) 45 Balance as of September 30, 2022 $ 4,497 $ 7,178 |
CERTAIN LIABILITY ACCOUNTS
CERTAIN LIABILITY ACCOUNTS | 9 Months Ended |
Sep. 30, 2022 | |
Liabilities [Abstract] | |
Certain Liability Accounts | 6. CERTAIN LIABILITY ACCOUNTS Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Cash election consideration payable 5,000 — Deferred revenue 2,381 4,524 Deferred rent 2,040 1,573 Payroll and other employee costs 1,678 2,196 Accrued transaction costs 940 1,750 Sales tax payable 737 1,113 Accrued interest 456 — Other accrued expenses and current liabilities 3,103 2,862 Total 16,335 14,018 Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 7. LONG-TERM DEBT Convertible Notes and Indenture On April 19, 2022, the Company, certain guarantors named therein (the “Notes Guarantors”) and certain investors named therein (each, a “Subscriber” and collectively, the “Subscribers”), entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) pursuant to which the Company agreed to issue and sell to the Subscribers immediately prior to the closing of the Business Combination (i) up to an aggregate principal amount of $ 75.0 million of 7.00 % Convertible Senior Notes due 2026 (the “Convertible Notes”) at par value of the notes and (ii) up to an aggregate of 1.5 million warrants (the “PIPE Warrants”) with each whole PIPE Warrant entitling the holder thereof to purchase one share of Common Stock On August 26, 2022, immediately prior to the closing of the Business Combination (the “Closing”), the Company issued $ 65.5 million aggregate principal amount of Convertible Notes and, as contemplated by the PIPE Subscription Agreements, the Company, the Note Guarantors and U.S. Bank Trust Company, National Association, as trustee, entered into an Indenture governing the Convertible Notes (the “Indenture”). The Convertible Notes were offered in a private placement under the Securities Act, pursuant to the PIPE Subscription Agreements. The Convertible Notes will mature on September 1, 2026 (the “Maturity Date”), unless earlier repurchased, redeemed or converted in accordance with their terms, and will accrue interest at a rate of 7.00 % per annum, payable in cash. The Convertible Notes may be converted at any time (in whole or in part) into shares of Common Stock, at the option of the holder of such Convertible Note, based on the applicable conversion rate at such time. The initial conversion price is approximately $ 11.50 per share of Common Stock, based on an initial conversion rate of 86.9565 shares of Common Stock per $ 1,000 principal amount of Convertible Notes. For conversions with a conversion date on or after the first anniversary of the closing of the Transactions and prior to the regular record date immediately preceding the Maturity Date, the conversion consideration will also include an interest make-whole payment equal to the remaining scheduled payments of interest on the Convertible Note being converted through the Maturity Date. The Company will be able to elect to make such interest make-whole payment in cash or in Common Stock, subject to certain conditions. The conversion rate is subject to adjustments set forth in the Indenture, including conversion rate resets (x) on August 27, 2023, September 26, 2023 and September 26, 2024 and (y) following the consummation of certain equity and equity-linked offerings by the Company and sales of certain equity and equity-linked securities by certain shareholders of the Company. On August 27, 2023, the conversion rate will reset to the greater of (i) the then - current conversion rate and (ii) if the Standby Capital VWAP Sale Price (as defined below) is less than or equal to $ 7.50 , the quotient of (x) $ 1,000 and (ii) the volume weighted average sale price of shares of Common Stock sold under the Standby Agreement (as defined below) (the “Standby Capital VWAP Sale Price”). As of September 30, 2022, the Standby Capital VWAP Sale Price was $ 2.40 . Each holder of a Convertible Note will have the right to cause the Post-Combination Company to repurchase for cash all or a portion of the Convertible Notes held by such holder upon the occurrence of a “Fundamental Change” (as defined in the Indenture) at a price equal to (i) on or before September 26, 2023, 100% of the original principal amount of such Convertible Note, and (ii) from and after September 26, 2023, 100% of the accreted principal amount applicable at such time pursuant to the terms of the Indenture, in each case, plus accrued and unpaid interest. The Indenture includes restrictive covenants that, among other things, require the Company to maintain a minimum level of liquidity on a consolidated basis and limit the ability of the Company and its subsidiaries to incur indebtedness above certain thresholds or to issue preferred stock, to make certain restricted payments, to dispose of certain material assets and engage in other asset sales, subject to reinvestment rights, to pay certain advisory fees in connection to the Transactions and the transactions contemplated by the PIPE Subscription Agreements above a certain threshold, and other customary covenants with respect to the collateral securing the obligations created by the Convertible Notes and the Indenture, including the entry into security documents (in each case, subject to certain exceptions set forth in the Indenture); provided that the covenants with respect to (i) the making of restricted payments, (ii) the incurrence of indebtedness, (iii) the disposition of certain material assets and asset sales, (iv) liquidity, (v) the payment of advisory fees and (vi) the collateral securing the obligations created by the Convertible Notes and the Indenture shall terminate once less than 15% of the aggregate principal amount of the Convertible Notes are outstanding. The liquidity covenant would terminate if the Company achieves $ 175 million in consolidated revenue in the preceding four fiscal quarters. Certain of the Company’s subsidiaries will serve as Notes Guarantors that jointly and severally, fully and unconditionally guarantee the obligations under the Convertible Notes and the Indenture. The Indenture also requires certain future subsidiaries of the Post-Combination Company, if any, to become Notes Guarantors. This covenant will terminate once less than 15% of the aggregate principal amount of the Convertible Notes are outstanding. The Indenture also includes customary events of default and related provisions for potential acceleration of the Convertible Notes. If the Company does not have an effective registration statement on file with the SEC within 90 days of the Closing Date, registering the underlying shares issuable upon conversion of the Convertible Notes, or fails to maintain the effectiveness of such registration statement, then additional interest would accrue on the outstanding principal of the Convertible Notes at a rate of (a) 0.25% per annum for the first 90 days commencing on the first business day following a ten business day grace period and (b) 0.50% per annum thereafter, in each case, until the Company cures the lapse of effectiveness. The Company accounts for such additional interest in accordance with ASC subtopic 825-20, Registration Payment Arrangements (“ASC 825-20”). ASC 825-20 specifies that the contingent obligation to make future payments under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument, should be separately recognized and accounted for as a contingency in accordance with ASC 450-20, Loss Contingencies . The Company recorded no amount for this contingency at issuance of the Convertible Notes, nor as of September 30, 2022 as the likelihood of making such registration payments was remote at each date. The Company elected to account for the Convertible Notes under the fair value option of accounting upon issuance of the Convertible Notes. At issuance the Company recognized the fair value of the Convertible Notes of $ 65.1 million with the remaining $ 0.4 million of proceeds received allocated to the PIPE Warrants. As of September 30, 2022, the fair value of the Convertible Notes was $ 74.9 million, of which $ 0.5 million, representing accrued interest, is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The loss on the increase in fair value of the Convertible Notes during the three and nine months ended September 30, 2022 was $ 9.8 million of which $ 0.6 million is included in interest expense, which is recognized based on the effective interest method, and $ 9.2 million included in the change in fair value of convertible notes on the condensed consolidated statements of operations. The difference between the amount due at maturity of $ 73.8 million, which is due on September 1, 2026 , and the fair value of the Convertible Notes as of September 30, 2022 is $ 1.1 million. The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the Convertible Notes (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives. The significant inputs to the valuation of the Convertible Notes at fair value are Level 3 inputs since they are not directly observable. The fair value was determined using a binomial lattice valuation model. The significant assumptions used in the model are the credit spread and volatility of the Common Stock. As of September 30, 2022, there have been no interest or principal payments made on the Convertible Notes. Line of credit Effective January 14, 2015, the Company entered into a Revolving Credit Agreement with a financial institution that provided maximum borrowing under a revolving loan commitment of up to $ 2 million, bearing an interest rate of 2 % plus prime rate as published by the Wall Street Journal. Effective July 3, 2020, the Company renewed the line of credit with the financial institution through May 31, 2021 that provided maximum borrowing under a revolving loan commitment of up to $ 5 million. In May 2021 the maturity date was extended to June 30, 2021 and then further extended to July 31, 2021 . The line was then renewed on July 21, 2021 with an expanded credit limit of $ 8 million, a new maturity date of June 30, 2023 and an amended per annum interest rate of the greater of 2.25 % plus prime rate as published by the Wall Street Journal or 5.50 %. The line of credit was repaid at the closing of the Business Combination. Notes Payable On August 11, 2021, the Company entered into a loan and security agreement (the “Note Agreement”) with a financial institution that provided for a borrowing commitment of $ 15 million in the form of promissory notes. In August 2021, the Company borrowed $ 10 million under the first tranche (“First Tranche Notes”). The Note Agreement had a commitment for additional second tranche borrowings of $ 5 million through June 30, 2022 (“Second Tranche Notes”). In October 2021, the Company borrowed the remaining $ 5 million committed under the Note Agreement. The borrowings under the Note Agreement were secured by substantially all assets of the Company. The First Tranche Notes and Second Tranche Notes were due to mature on September 1, 2026 and November 1, 2026 , respectively, and bore interest at a rate per annum of 6.25 % plus the greater of 3.25 % or the prime rate as published by the Wall Street Journal. The Company was required to make interest-only payments on the first of each month beginning October 1, 2021 and December 1, 2021, respectively. Beginning October 1, 2023 and December 1, 2023, respectively, the Company would have been required to make principal payments of $ 278 thousand and $ 139 thousand, respectively, plus accrued interest on the first of each month through maturity. Upon payment in full of the First Tranche Notes and Second Tranche Notes, the Company was required to pay exit fees of $ 600 thousand and $ 300 thousand, respectively. In December 2021, the Company borrowed an additional $ 1 million from the same financial institution, which was repaid in full on December 31, 2021. In addition, the Company borrowed an additional $ 5 million (“Third Tranche Notes”) that bore interest at a rate per annum of 6.25 % plus the greater of 3.25 % or the prime rate as published by the Wall Street Journal. The Company is required to make interest-only payments on the first of each month beginning February 1, 2022, with the full principal amount due on July 1, 2023. Upon payment in full, the Company is required to pay exit fees of $ 50 thousand. In connection with the Note Agreement, the Company issued warrants to purchase up to 33,357 shares of common stock of the Company (the “Legacy Liability Warrants”) at an exercise price of $ 0.01 per share (Note 8). On the date of issuance, the Company recorded the fair value of the Legacy Liability Warrants as a discount to the First Tranche Notes which was being amortized into interest expense over the term of the First Tranche Notes using the effective interest method. The issuance costs were deferred over the repayment term of the debt. Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. In addition, the Company issued additional notes payable in July 2022 for proceeds of $ 3.0 million. Such notes payable matured on the earlier of (a) December 30, 2022 or (b) the close of the Business Combination. The amount due at maturity was $ 4.5 million. The Company elected to account for the additional notes payable under the fair value option of accounting. The notes payable were repaid at the closing of the Business Combination. Promissory Notes During the second quarter of 2022, the Company entered into promissory notes with various individuals (the “Promissory Notes”), including current investors, members of management and other unrelated parties in exchange for cash in an amount equal to $ 7.0 million (the “Promissory Notes”). The Promissory Notes were due to mature on the earlier of (a) one year from issuance or (b) the closing of the Business Combination (Note 1) and bore per annum interest at the rate of 7.75 % plus the greater of 3.50 % or the prime rate as published by the Wall Street Journal. The Company was required to make nine interest-only payments, followed by three principal and interest payments. In connection with the Promissory Notes, the Company issued warrants (“Promissory Note Warrants”) to purchase up to 31,024 shares of common stock of the Company at an exercise price of $ 0.01 per share (Note 7). Upon payment in full of the Promissory Notes, the Company was required to make an additional final payment (“Final Payment”) of $ 3.5 million. The Company elected to account for the Promissory Notes under the fair value option of accounting upon issuance of each of the Promissory Notes. At issuance the Company recognized the fair value of the Promissory Notes of $ 6.3 million with the remaining $ 0.7 million of proceeds received allocated to the Promissory Note Warrants. The Promissory Notes were repaid at the closing of the Business Combination. Paycheck Protection Program Loan On April 14, 2020, the Company received loan proceeds of $ 2.3 million pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The PPP Loan had a maturity date of April 22, 2022 and bore interest at a rate of 1 % per annum. The balance as of December 31, 2020 of $ 2.3 million is included in Paycheck Protection Program loan payable on the condensed consolidated balance sheets. On September 17, 2021, the PPP Loan was forgiven in full including accrued interest thereon. As such, the Company recorded a gain on loan forgiveness during the nine months ended September 30, 2021 of $ 2.3 million included in other income in the consolidated statement of operations. |
WARRANTS AND DERIVATIVES
WARRANTS AND DERIVATIVES | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS AND DERIVATIVES | 8. WARRANTS AND DERIVATIVES In connection with the Note Agreement, on August 11, 2021 the Company granted Legacy Liability Warrants to purchase up to 33,357 shares of common stock at a price of $ 0.01 per share. The Legacy Liability Warrants were exercisable at any time through the tenth anniversary from the date of grant. The Legacy Liability Warrants had customary anti-dilution provisions for stock splits, stock dividends and recapitalizations of the Company’s common stock. In addition, in connection with issuance of the additional notes payable in July 2022, the Company granted additional Legacy Liability Warrants to purchase up to 13,343 shares of Common Stock that had a fair value of $ 428 thousand at issuance. The Legacy Liability Warrants had been determined to be liability classified as the exercise price may be reduced and result in the issuance of additional shares in connection with the sale of the Company if such Legacy Liability Warrants are not assumed. The Legacy Liability Warrants were initially recorded at fair value with a corresponding debt discount (Note 7) at grant date and are subsequently remeasured to fair value each reporting period. The Company recorded a fair value loss on the Legacy Liability Warrants of $ 208 thousand and $ 717 thousand for the three and nine months ended September 30, 2022, respectively, which is included in other (loss) income, net on the condensed consolidated statements of operations. The Company did no t recognize a change in fair value on the Legacy Liability Warrants during the three and nine months ended September 30, 2021. The fair value of the warrant liability as of December 31, 2021 was $ 561 thousand, and is included in other long-term liabilities in the condensed consolidated balance sheets. All Legacy Liability Warrants were settled in connection with the closing of the Business Combination. The Company had determined the warrant liability to be a Level 3 fair value measurement. The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model to determine the fair value of the Legacy Liability Warrants at each reporting date. The significant inputs utilized in the Black-Scholes model as of December 31, 2021 were as follows. December 31, 2021 Common Stock Fair Value Per Share $ 16.81 Exercise Price Per Share $ 0.01 Volatility 75.7 % Risk-free rate 0.53 % Expected Dividend Rate 0.0 % The expected dividend rate was 0.0 % as the Company has not and does not intend to pay dividends. The Company utilized the probability weighted expected return method (“PWERM”) to value the Company’s common stock. The following table summarizes the changes in the warrant liability included in other long-term liabilities that were issued in connection with the Note Agreement (in thousands): Warrant Liability Balance as of December 31, 2021 $ 561 Legacy Liability Warrants issued 428 Change in fair value 717 Settlement of warrant liability in common stock ( 1,706 ) Balance as of September 30, 2022 $ — Convertible Note Warrants The Company issued the PIPE Warrants in connection with the Convertible Notes issuance. There were 1,396,419 PIPE Warrants issued to purchase common stock of the Company at $ 11.50 per share. The PIPE Warrants are redeemable for $ 0.01 once the Company’s stock prices reaches $ 18.00 per share. The PIPE Warrants are equity classified. Approximately $ 377 thousand of the proceeds upon issuance of the Convertible Notes was allocated to the PIPE Warrants along with an immaterial amount of issuance costs. Other Warrants The Company had also granted Legacy Equity Warrants in 2017 and 2018 to purchase 100,000 shares of common stock at a price of $ 0.96 per share. 75,000 of such warrants were set to expire on January 12, 2027 and the remaining 25,000 were set to expire on July 20, 2028. The Legacy Equity Warrants were fully vested and exercisable at the Holder’s option at any time. Any shares not exercised at time of an acquisition would have automatically been deemed to be cashless exercised. Under the applicable accounting literature, these warrants meet the criteria to be classified as permanent equity within the equity section of the condensed consolidated balance sheet. These warrants were settled in connection with the closing of the Business Combination. In addition, in connection with the Promissory Notes, the Company issued the Promissory Note Warrants to purchase up to 31,024 shares of common stock of the Company at an exercise price of $ 0.01 per share. The Promissory Note Warrants are fully vested and exercisable at the Holder’s option at any time. Under the applicable accounting literature, these warrants meet the criteria to be classified as permanent equity within the equity section of the condensed consolidated balance sheet. These warrants were settled in connection with the closing of the Business Combination. Standby Agreement Derivative Liability In connection with the Business Combination, Legacy Nogin acquired from SWAG a derivative liability associated with agreements entered into by SWAG prior to the Closing Date. SWAG entered into an agreement with a financial institution (the “Financial Institution”), whereby the Financial Institution purchased SWAG Class A common stock from third parties prior to the Closing Date (the “Standby Agreement”). At the Closing Date, the Company paid the Financial Institution 80 % of the Financial Institution’s aggregate purchase price of such shares of SWAG Class A common stock. After the Closing Date, the Financial Institution may sell the shares purchased pursuant to the Standby Agreement and keep all the proceeds of such sales until they have recouped the remaining 20 % of the aggregate purchase price of the shares purchased prior to the Closing Date. After such time, proceeds from the sale of such shares would be paid to the Company less a liquidity fee equal to 3.5 % of the proceeds from such sales. If the Financial Institution has not fully recouped the aggregate purchase price of the shares purchased prior to the Closing Date by August 26, 2026, the Company would be obligated to pay the remaining amount due to the Financial Institution on such date. Any remaining unsold shares as of August 26, 2026 would be returned to the Company. In addition, SWAG entered into a subscription agreement (the “Subscription Agreement”) with the same Financial Institution whereby the Financial Institution purchased 517,079 shares of Common Stock at a purchase price of $ 10.17 per share at the closing of the Business Combination and paid the Company an amount equal to 20 % of the purchase price. The Subscription Agreement was structured similarly to the Standby Agreement between the Company and the Financial Institution regarding the timing and amount of future payments, as well as the return of any unsold shares at maturity. The Company concluded the Standby Agreement would be accounted for as a derivative in its entirety in accordance with ASC 815-10, and the structured payments within the Subscription Agreement was considered an embedded feature in the Subscription Agreement that met the definition of a derivative and required bifurcation from the Subscription Agreement, as it is not clearly and closely related to the Subscription Agreement and would be accounted for in accordance with ASC 815-10 (together the “Standby Agreement Derivative). The Standby Agreement Derivative was not entered in to for hedging purposes. The Company accounted for the Standby Agreement Derivative acquired at fair value upon the closing of the Business Combination. The Company will continue to account for the Standby Agreement Derivative at fair value each reporting period in accordance with ASC 815-10. The Company engaged a third-party valuation specialist to assist with the fair value assessment. The acquisition date fair value at the closing of the Business Combination was $ 2.0 million. The fair value as of September 30, 2022 of the Standby Agreement Derivative liability is $ 1.9 million and is recognized in other long-term liabilities on the condensed consolidated balance sheets. The change in fair value of the Standby Agreement Derivative liability for both the three and nine months ended September 30, 2022 of $ 0.1 million is recorded in change in fair value of derivatives on the condensed consolidated statements of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 9. FAIR VALUE MEASUREMENTS The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (“ASC 820”), which provides a single authoritative definition of fair value, sets out a framework for measuring fair value, and expands on required disclosures about fair value measurement. The Company applies the provisions of ASC 820 to all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In determining fair value, the Company utilized valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counter party credit risk and nonperformance risk in its assessment of fair value. The carrying value of the Company’s short-term financial instruments, such as cash, restricted cash, accounts receivable, notes payable, and accounts payable, approximate the fair value due to the immediate or short-term maturity of these instruments. As of September 30, 2022, the Company no longer has recurring measurements for warrant liability. Further, the Company has elected to apply the fair value option of accounting for its Convertible Notes and equity investments in unconsolidated affiliates. The Company is required to present the fair value of the Standby Agreement derivative liability each reporting period. The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands): September 30, 2022 December 31, 2021 Warrant liability (Level 3) - Note 8 $ - $ 561 Investment in unconsolidated affiliates (Level 3) - Note 5 11,674 13,570 Convertible Note (Level 3) - Note 7 74,942 - Standby Agreement derivative liability (Level 3)- Note 8 1,900 - Non-current Cash Consideration (Level 3) 3,865 - Deferred cash consideration In connection the Business Combination, Legacy Nogin equityholders elected to receive $ 15.0 million of the merger consideration in cash. In order to meet conditions to close the Transactions, the Company paid $ 4.1 million of the $ 15.0 million cash consideration at the Closing Date. Of the $ 10.9 million in deferred cash consideration, $ 5.0 million is payable, subject to certain conditions, on February 21, 2023, and is included in accrued expenses and other current liabilities as of September 30, 2022 on the condensed consolidated balance sheets (the “Current Cash Consideration”). The remaining $ 5.9 million (the “Non-current Cash Consideration”) is payable, subject to certain conditions, on the earlier of (a) the date on which the Company completes a primary offering of equity securities that generates gross proceeds to the Company equal to or in excess of $ 15.0 million and (b) November 25, 2026. In the event the conditions to paying cash consideration are not met and cash consideration remains unpaid as of November 25, 2026, the unpaid cash consideration will be settled in shares of the Company’s common stock with the number of shares issued determined based on the quotient of unpaid cash consideration divided by the 10-day volume weighted average trading price of the Company’s common stock on NASDAQ. The Company elected to account for the Non-current Cash Consideration of $ 5.9 million under the fair value option of accounting under ASC 825-10. At the Closing Date, the fair value of the Non-current Cash Consideration was $ 4.2 million. In connection with the reverse recapitalization, the cash consideration would be akin to a distribution of capital. As a result, the Company recorded the fair value of the distribution at the Closing Date of $ 13.3 million, which included the $ 4.1 million paid at the Closing Date, $ 5.0 million Current Cash Consideration and $ 4.2 million Non-current Cash Consideration, against accumulated deficit. As of September 30, 2022, the fair value of the Non-current Cash Consideration was $ 3.9 million which is included in other long-term liabilities on the condensed consolidated balance sheets. The change in fair value from the Closing Date for the three and nine months ended September 30, 2022 of $ 0.3 million is included in other (loss) income, net on the condensed consolidated statements of operations. The significant inputs to the valuation of the deferred cash consideration at fair value are Level 3 inputs since they are not directly observable. The Company primarily used a discounted cash flow method to value the deferred cash consideration, based on the expected future payment discounted to present value. The significant input is the discount rate which is based on the Company’s credit rating. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 10. INCOME TAXES The income tax expense for the nine months ended September 30, 2022 and September 30, 2021 was $ 134 thousand and $ 82 thousand, respectively. Income tax expense differs from the income taxes expected at the U.S. federal statutory tax rate of 21 %, primarily due to state taxes and additional valuation allowance for the nine months ended September 30, 2022. |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
Asset Acquisition [Abstract] | |
ACQUISITION | 11. ACQUISITION On December 2, 2021, the Company acquired the assets of Betabrand through a credit bid of $ 7.0 million on Betabrand’s outstanding indebtedness. The Company engaged a third-party valuation specialist to assist with the purchase price valuation, which resulted in goodwill of $ 3.1 million. The following table summarizes the finalized fair value of the assets and assumed liabilities (in thousands): As of Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 25 Internal-use software and website 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,265 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375 On December 31, 2021, the Company and CFL entered into a Limited Liability Operating Agreement (the “LLC Agreement”), whereby Nogin contributed certain assets acquired from the Betabrand acquisition and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services; and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company and CFL each received fifty percent ownership. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS The Company provides services to its joint ventures, ModCloth and IPCO under Master Services agreements (“MSA”), which were entered into on April 25, 2021 and December 31, 2021, respectively. Sales under the MSA to ModCloth and IPCO were equal to $ 4.4 million and $ 4.9 million, respectively, during the nine months ended September 30, 2022. In addition, the Company sold inventory to IPCO for $ 0.6 million during the nine months ended September 30, 2022, which such amount is included in net revenue to related parties in the condensed consolidated statement of operations. As of September 30, 2022 and December 31, 2021, the Company had receivables from ModCloth of $ 7.7 million and $ 5.3 million, respectively, which were included in related party receivables on the condensed consolidated balance sheets. As of September 30, 2022, the Company had payables to IPCO of $ 0.2 million, which was included in related party payables on the condensed consolidated balance sheets. During the second quarter of 2022, the Company issued a portion of the Promissory Notes described in Note 7 to certain principal owners and members of management of the Company which have been identified as related parties. The Company received proceeds in connection with the Promissory Notes to related parties of $ 2.0 million at issuance of which $ 0.2 million was allocated to the Promissory Note Warrants. The Company paid $ 3.1 million to settle the Promissory Notes at the closing of the Business Combination. One of the Company’s co-chief executive officers and his immediate family member (together, the “PIPE Related Parties”) were investors in the PIPE issuance of Convertible Notes (Note 7) for total proceeds of $ 1.5 million, which is included in proceeds from PIPE convertible note issuance in the condensed consolidated statements of cash flows for the nine months ended September 30, 2022. In addition to the $ 1.5 million in Convertible Notes, the PIPE Related Parties also received 32,142 equity classified Convertible Note Warrants (Note 8). As of September 30, 2022, the fair value of the Convertible Notes with the PIPE Related Parties was $ 1.7 million, which is included in Convertible Notes on the condensed consolidated balance sheets. The terms of the Convertible Notes with the PIPE Related Parties are consistent with the rest of the Convertible Note holders. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | |
REVENUE | 13. REVENUE Disaggregation of Revenue The Company has five major streams of revenue. CaaS service revenue, product revenue and shipping revenue are considered transferred to customers at the point of sale. Marketing and other revenue (other than B2C fulfillment services for rental space) are considered transferred to customers when services are performed. Thus, these revenues streams are recognized at a point in time. B2C fulfillment services for rental space is recognized over time. The following table presents a disaggregation of the Company’s revenues by revenue source for the nine months ended September 30, 2022 and 2021 (in thousands): Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Commerce-as-a-Service Revenue $ 5,422 $ 4,409 $ 15,729 $ 13,791 Product sales revenue 8,645 15,224 29,401 19,739 Marketing revenue 3,417 4,319 11,104 13,127 Shipping revenue 2,574 1,583 6,688 4,405 Other revenue 916 1,412 3,600 4,159 Total revenue $ 20,974 $ 26,947 $ 66,522 $ 55,221 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 14. SEGMENT REPORTING The Company conducts business domestically and our revenue is managed on a consolidated basis. Our Co-Chief Executive Officer, Jonathan S. Huberman, who is our Chief Operating Decision Maker, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, the Company is considered to be a single reportable segment. All of the Company’s long-lived assets and external customers are located within the United States. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 15. EARNINGS PER SHARE Basic and diluted net income (loss) per share are computed using the two-class method as required when there are participating securities. The Company’s redeemable convertible preferred stock are participating securities as the holders of the redeemable convertible preferred stock are entitled to participate with in dividends with common stock. In periods of net income, net income is attributed to common stockholders and participating securities based on their participating rights. Net losses are not allocated to the participating securities as the participating securities do not have a contractual obligation to share in any losses. The following table presents the Company’s basic and diluted net income (loss) per share: Three Months ended September 30, Nine Months ended September 30, (In thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Basic EPS Net (loss) income $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 2,074 Less: Undistributed earnings attributable to participating securities — — — ( 581 ) Net (loss) income attributable to common stockholders-basic $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 1,493 Denominator: Basic EPS Weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Net (loss) income per share attributable to common stock-basic $ ( 0.58 ) $ ( 0.01 ) $ ( 1.16 ) $ 0.04 Three Months ended September 30, Nine Months ended September 30, (In thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Diluted EPS Net income (loss) attributable to common stockholders-diluted $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 1,493 Denominator: Diluted EPS Adjusted weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Dilutive potential shares of common stock: Options to purchase shares of common stock — — — 728,284 Warrants to purchase shares of common stock — — — 546,049 Weighted average shares of common stock outstanding-diluted 49,921,209 39,621,946 43,092,760 40,896,279 Net income (loss) per share attributable to common stock-diluted $ ( 0.58 ) $ ( 0.01 ) $ ( 1.16 ) $ 0.04 The Company’s potentially dilutive securities below, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Weighted-average number of potentially anti-dilutive shares excluded from calculation of dilutive earnings per share Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Series A convertible, redeemable preferred shares 5,492,133 8,864,495 7,728,022 8,864,495 Series B convertible, redeemable preferred shares 3,924,419 6,334,150 5,522,080 6,334,150 Stock-based compensation awards 1,927,862 — 2,419,681 — Legacy Nogin Warrants 472,624 — 572,779 — PIPE Warrants 531,246 — 179,028 — SWAG Warrants 8,136,240 — 2,741,883 — Shares Underlying Convertible Notes 2,166,825 — 730,212 — |
MEZZANINE EQUITY AND SHAREHOLDE
MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT | 16. MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT Significant changes in the Company’s mezzanine equity and shareholders’ deficit during the nine months ended September 30, 2022 were as follows: Common Stock Subsequent to the Business Combination, the Company authorized up to 500 million shares of common stock with a par value of $ 0.0001 per share. Each share of common stock entitles the shareholder to one vote. Preferred Stock As part of the Business Combination, all of the convertible preferred stock of Legacy Nogin, (including both the Series A preferred stock and Series B preferred stock) were converted into approximately 15.2 million shares of the Company’s Common Stock. As a result of the conversion of the Series A preferred stock and Series B preferred stock, the Company reclassified the amounts previously recorded in mezzanine equity to additional paid-in capital. Subsequent to the Business Combination, the Company is authorized to issue 50 million shares of preferred stock with a par value of $ 0.0001 per share. There were no shares of preferred stock issue d and outstanding as of September 30, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has entered into lease agreements for offices and warehouses located in California. As of September 30, 2022, the monthly lease payments for the leases range from approximately $ 36 thousand to approximately $ 124 thousand and the leases expire at various times through November 2028 . Some of the leases contain renewal options. Minimum rent payments under all operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent, and any difference between rental payments and straight-line is recognized as deferred rent in the accompanying condensed consolidated balance sheet. Rent expense for the nine months ended September 30, 2022 and 2021 was approximately $ 4.1 million and $ 2.7 million, respectively, and is included in general and administrative expenses in the condensed consolidated statements of operations. In July 2018, the Company assumed the operating lease for office space of the entity with which an asset purchase agreement (APA) was executed. The monthly lease payment is $ 75 thousand and expires in May 2023 . The future minimum lease payments are included in the table below. The Company subleased the office space to a third-party in December 2018 for approximately $ 87 thousand per month. The sublease agreement will expire in May 2023 . Future rental income is approximately $ 1.0 million for 2022 and approximately $ 435 thousand for 2023. Future minimum lease payments under non-cancelable terms are as follows (in thousands): As of September 30, 2022 2022 (remaining payments) $ 570 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 6,395 Litigation In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert its rights, including intellectual property disputes, contractual disputes, and other commercial disputes. Any of these claims could subject the Company to litigation. As of September 30, 2022 there are no claims that would cause a material impact on the condensed consolidated financial statements. Indemnities The Company’s directors and officers agreements require us, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. The Company did not identify any subsequent events or transactions that would require adjustment or disclosure in the condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021, which are included in the Company’s registration statement on Form S-1 filed with the SEC on September 16, 2022. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022, or for any future annual or interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since its inception. |
Concentration of Credit Risk | Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, restricted cash and accounts receivables. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has had bank deposits in excess of the FDIC's insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. As of September 30, 2022, receivables from two customers amounted to $ 0.7 million (or 8 % of accounts receivable) and $ 7.7 million (or 80 % of accounts receivable). As of December 31, 2021, receivables from two customers amounted to $ 1.1 million (or 15 % of accounts receivable) and $ 5.4 million (or 73 % of accounts receivable). Major Customers For the nine months ended September 30, 2022, revenue from three customers amounted to $ 21.3 million (or 32 % of total revenue), $ 9.6 million (or 14 % of total revenue), and $ 6.2 million (or 9 % of total revenue). For the nine months ended September 30, 2021, revenue from three customer amounted to $ 14.1 million (or 25 % of total revenue), $ 10.8 million (or 19 % of total revenue), and $ 7.1 million (or 13 % of total revenue). Major Suppliers For the nine months ended September 30, 2022, three vendors accounted for $ 8.0 million (or 12 % of total operating expense purchases), $ 6.8 million (or 10 % of total operating expense purchases) and $ 6.3 million (or 9 % of total operating expense purchases). For the nine months ended September 30, 2021, three vendors accounted for $ 5.5 million (or 17 % of total operating expense purchases), $ 4.0 million (or 13 % of total operating expense purchases) and $ 2.8 million (or 9 % of total operating expense purchases). |
Recent Accounting Standards | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (ASC Topic 842), a comprehensive new lease recognition standard which will supersede previous existing lease recognition guidance. Under the standard, lessees will need to recognize a right-of use asset and a lease liability for leases with terms greater than twelve months. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, leases will be required to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). The standard is effective for fiscal periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022 and requires a modified retrospective adoption. The Company is currently evaluating the impact the adoption of this standard will have on the financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses” (Topic 326). The FASB issued this update to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses,” which clarifies the scope of guidance in the ASU 2016-13. The updated guidance is effective for annual periods beginning after December 15, 2022 and interim periods within fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact the adoption of this standard will have on the financial statements. In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for franchise taxes and changes in tax laws or rates, as well as clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for the Company beginning January 1, 2022. The Company has adopted this guidance and there was not a material impact on the financial statements. In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which improves Convertible Instruments and Contracts in an Entity’s Own Equity and is expected to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 is effective for the Company beginning January 1, 2024, with early adoption permitted as of January 1, 2021. The Company early adopted the provisions of ASU 2020-06 effective January 1, 2022. There was no impact to the Company’s financial statements as a result of adoption. Other recently issued accounting standards are not expected to have a material effect on the Company's financial statements. |
Liquidity | Liquidity Our primary requirements for liquidity and capital are working capital, inventory management, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we develop and grow our business. Prior to the Business Combination, the Company’s available liquidity and operations were financed through equity contributions, line of credit, promissory notes and cash flow from operations. Subsequent to the Business Combination, the Company expects to fund operations through equity contributions and cash flow from operations. In the third quarter of 2022, the impacts from the Company's inventory purchases, which began in 2021, were adversely affected by supply chain challenges which have led to lower revenue and cash flow from operating activities. To address the resulting cash flow challenges, the Company has implemented a comprehensive cost reduction and performance improvement program, including reduced headcount and elimination of certain discretionary and general and administrative expenses. As of September 30, 2022, we had cash and restricted cash of $ 15.8 million and $ 1.5 million, respectively, which consists of amounts held as bank deposits. The Company believes its existing cash and restricted cash, together with the cash we expect to generate from future operations, will be sufficient to support working capital and capital expenditure requirements for at least the next twelve months. The Company believes it has the ability to continue as a going concern. However, because we are in the growth stage of our business and operate in an emerging field of technology, we expect to continue to invest in research and development and expand our sales and marketing teams worldwide. We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected. |
COVID-19 Pandemic | COVID-19 Pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. At the onset of COVID-19, the Company anticipated an impact to the business, its financial conditions and results of operations. The Company applied for and was granted a Paycheck Protection Plan (“PPP”) loan. In addition, the Company has taken a number of actions to mitigate the impacts of the COVID-19 pandemic on its business. The Company witnessed a large shift in consumer spending from retail stores to online stores, and as a result, there were no significant declines in revenue for the periods presented. However, the impacts of the COVID-19 pandemic will depend on future developments, including the duration and spread of the pandemic. These developments and the impacts of the COVID-19 pandemic on the financial markets and overall economy are highly uncertain and cannot be predicted. |
Accounts Receivable | Accounts Receivable The allowance for doubtful accounts was $ 425 thousand as of September 30, 2022 and $ 406 thousand as of December 31, 2021. |
Inventory | Inventory Inventory is comprised entirely of finished goods for resale. The reserve for returns was $ 326 thousand as of September 30, 2022 and $ 532 thousand as of December 31, 2021. |
Revenue Recognition | Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce platform, customer service support, photography services, warehousing, and fulfillment. Most of the contracts of the Company with customers contain multiple promises, which may result in multiple performance obligations, while others are combined into one performance obligation. For contracts with customers, the Company accounts for individual promises separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors. The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform. The Company is acting as an agent in these arrangements and customers do not have the contractual right to take possession of the Company's software. Revenue is recognized in an amount that reflects the consideration that the Company expects to ultimately receive in exchange for those promised goods, net of expected discounts for sales promotions and customary allowances. CaaS Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged primarily in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold. Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of September 30, 2022 was $ 0.7 million and as of December 31, 2021 was $ 1.8 million. In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payment terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days, and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net revenue in the condensed consolidated statements of operations. |
Commerce as a Service | Commerce as a Service As noted above, the Company’s main revenue stream is CaaS revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company's e-commerce platform. Consideration for online sales is collected directly from the end customer by the Company and amounts not owed to the Company are remitted to the customer. Revenue is recognized on a net basis from maintaining e-commerce platforms and online orders, as the Company is engaged in an agency relationship with its customers and earns defined amounts based on the individual contractual terms for the customer and the Company does not take possession of the customers' inventory or any credit risks relating to the products sold. |
Product sales | Product sales Under two licensee agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time. |
Fulfillment services | Fulfillment services Revenue for business-to-business (“B2B”) fulfillment services is recognized on a gross basis either at a point in time or over a point in time. For example, inbound and outbound services are recognized when the service is complete, while monthly storage services are recognized over the service period. |
Marketing services | Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation. |
Shipping services | Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers. |
Set up and implementation services | Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any. |
Other services | Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company as the Company uses such services to fulfill its performance obligations. |
Cost Of Services | Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses. |
Cost of product revenue | Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses. |
Warrant Liability | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. |
DESCRIPTION OF BUSINESS (Tables
DESCRIPTION OF BUSINESS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Convertible Redeemable Preferred Stock | The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of convertible redeemable preferred stock and stockholders’ deficit for the nine months ended September 30, 2022: Recapitalization Cash - SWAG trust and cash, net of redemptions 58,841 Cash - PIPE equity financing 1,052 Less: Transaction and advisory fees paid in cash ( 54,409 ) Less: Cash election consideration paid in cash at the Closing Date ( 4,109 ) Net proceeds from Business Combination 1,375 Plus: Issuance of common stock to settle certain transaction costs 3,588 Less: non-cash items charged against additional paid-in capital ( 17,510 ) Less: Deferred cash election consideration (Note 9) ( 9,198 ) Net contributions from Business Combination and PIPE equity financing ( 21,745 ) |
Schedule of Common Shares Outstanding | The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares SWAG Common Stock, outstanding prior to the Business Combination 28,509,835 Less: Redemption of SWAG shares ( 17,021,595 ) SWAG Common Stock 11,488,240 Shares issued in PIPE equity financing 517,079 Shares issued to financial advisors to settle transaction and issuance costs 407,500 Business Combination and PIPE equity financing shares 12,412,819 Nogin shares 54,281,476 Total shares of common stock immediately after Business Combination 66,694,295 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net as of September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, December 31, Furniture and equipment $ 3,880 $ 2,160 Leasehold Improvements 536 536 Property, plant, and equipment, gross 4,416 2,696 Less accumulated depreciation ( 1,336 ) ( 907 ) Property and equipment, net $ 3,080 $ 1,789 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Branded Online Inc dba Nogin [Member] | |
Summary of finalized fair value of assets and assumed liabilities | The following table summarizes the finalized fair value of the assets and assumed liabilities (in thousands): As of Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 25 Internal-use software and website 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,265 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Finite-Lived Intangible Assets | As of September 30, 2022 and December 31, 2021, intangible assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Contract acquisition cost $ 2,000 $ 2,000 Software 1,175 1,174 3,175 3,174 Less: Accumulated amortization ( 2,236 ) ( 2,062 ) Intangible assets-net $ 939 $ 1,112 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block] | The following table presents summarized financial information for the joint ventures for the three and nine months ended September 30, 2022 and as of September 30, 2022 and December 31, 2021 (in thousands): Modcloth IPCO Nine months ended Three months ended Nine months ended Three months ended September 30, 2022 September 30, 2022 September 30, 2022 September 30, 2022 Net revenue $ 12,172 $ 2,822 $ 18,558 $ 4,991 Gross margin 5,242 1,245 14,190 3,943 Net loss ( 3,642 ) ( 1,111 ) ( 1,767 ) ( 461 ) Modcloth IPCO As of September 30, 2022 As of December 31, 2021 As of September 30, 2022 As of December 31, 2021 Current assets $ 3,878 $ 5,009 $ 3,759 $ 2,596 Long term assets 6,202 6,303 5,672 6,130 Current liabilities 13,379 8,539 7,300 1,699 Long term liabilities 3,292 5,698 — — |
Investments in and Advances to Affiliates [Table Text Block] | The following table summarizes the changes in the ModCloth and IPCO investment Level 3 fair value measurement (in thousands): Modcloth IPCO Balance as of December 31, 2021 $ 6,437 $ 7,133 Change in fair value ( 1,940 ) 45 Balance as of September 30, 2022 $ 4,497 $ 7,178 |
CERTAIN LIABILITY ACCOUNTS (Tab
CERTAIN LIABILITY ACCOUNTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Liabilities [Abstract] | |
Schedule Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Cash election consideration payable 5,000 — Deferred revenue 2,381 4,524 Deferred rent 2,040 1,573 Payroll and other employee costs 1,678 2,196 Accrued transaction costs 940 1,750 Sales tax payable 737 1,113 Accrued interest 456 — Other accrued expenses and current liabilities 3,103 2,862 Total 16,335 14,018 |
Schedule of Other Long-term Liabilities | Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Other Long-term Liabilities | Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disaggregation of Revenue [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents a disaggregation of the Company’s revenues by revenue source for the nine months ended September 30, 2022 and 2021 (in thousands): Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Commerce-as-a-Service Revenue $ 5,422 $ 4,409 $ 15,729 $ 13,791 Product sales revenue 8,645 15,224 29,401 19,739 Marketing revenue 3,417 4,319 11,104 13,127 Shipping revenue 2,574 1,583 6,688 4,405 Other revenue 916 1,412 3,600 4,159 Total revenue $ 20,974 $ 26,947 $ 66,522 $ 55,221 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss per Share | The following table presents the Company’s basic and diluted net income (loss) per share: Three Months ended September 30, Nine Months ended September 30, (In thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Basic EPS Net (loss) income $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 2,074 Less: Undistributed earnings attributable to participating securities — — — ( 581 ) Net (loss) income attributable to common stockholders-basic $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 1,493 Denominator: Basic EPS Weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Net (loss) income per share attributable to common stock-basic $ ( 0.58 ) $ ( 0.01 ) $ ( 1.16 ) $ 0.04 Three Months ended September 30, Nine Months ended September 30, (In thousands, except share and per share amounts) 2022 2021 2022 2021 Numerator: Diluted EPS Net income (loss) attributable to common stockholders-diluted $ ( 28,896 ) $ ( 251 ) $ ( 49,812 ) $ 1,493 Denominator: Diluted EPS Adjusted weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Dilutive potential shares of common stock: Options to purchase shares of common stock — — — 728,284 Warrants to purchase shares of common stock — — — 546,049 Weighted average shares of common stock outstanding-diluted 49,921,209 39,621,946 43,092,760 40,896,279 Net income (loss) per share attributable to common stock-diluted $ ( 0.58 ) $ ( 0.01 ) $ ( 1.16 ) $ 0.04 |
Summary Of Antidilutive Securities Excluded From Computation Of Earnings Per Share | The Company’s potentially dilutive securities below, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Weighted-average number of potentially anti-dilutive shares excluded from calculation of dilutive earnings per share Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Series A convertible, redeemable preferred shares 5,492,133 8,864,495 7,728,022 8,864,495 Series B convertible, redeemable preferred shares 3,924,419 6,334,150 5,522,080 6,334,150 Stock-based compensation awards 1,927,862 — 2,419,681 — Legacy Nogin Warrants 472,624 — 572,779 — PIPE Warrants 531,246 — 179,028 — SWAG Warrants 8,136,240 — 2,741,883 — Shares Underlying Convertible Notes 2,166,825 — 730,212 — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Non-Cancelable Terms | Future minimum lease payments under non-cancelable terms are as follows (in thousands): As of September 30, 2022 2022 (remaining payments) $ 570 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 6,395 |
WARRANTS AND DERIVATIVES (Table
WARRANTS AND DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Significant Inputs And Valuation Technique Used To Measure Fair Value of The Warrants | The significant inputs utilized in the Black-Scholes model as of December 31, 2021 were as follows. December 31, 2021 Common Stock Fair Value Per Share $ 16.81 Exercise Price Per Share $ 0.01 Volatility 75.7 % Risk-free rate 0.53 % Expected Dividend Rate 0.0 % |
Schedule of changes in the warrant liability | The following table summarizes the changes in the warrant liability included in other long-term liabilities that were issued in connection with the Note Agreement (in thousands): Warrant Liability Balance as of December 31, 2021 $ 561 Legacy Liability Warrants issued 428 Change in fair value 717 Settlement of warrant liability in common stock ( 1,706 ) Balance as of September 30, 2022 $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands): September 30, 2022 December 31, 2021 Warrant liability (Level 3) - Note 8 $ - $ 561 Investment in unconsolidated affiliates (Level 3) - Note 5 11,674 13,570 Convertible Note (Level 3) - Note 7 74,942 - Standby Agreement derivative liability (Level 3)- Note 8 1,900 - Non-current Cash Consideration (Level 3) 3,865 - |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Aug. 26, 2022 | Dec. 31, 2021 | |
Description Of Organization And Business Operations [Line Items] | |||
Cash | $ 15,827 | $ 1,071 | |
Common stock shares issued | 66,694,295 | 39,621,946 | |
Nogins [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Proceeds from initial public offering | $ 58,800 | ||
Proceeds from Convertible Debt | $ 65,500 | ||
Cash | $ 15,000 | ||
Deferred Costs, Total | $ 10,900 | ||
Common stock shares issued | 54,300,000 |
DESCRIPTION OF BUSINESS - Summa
DESCRIPTION OF BUSINESS - Summary of statements of cash flows and preferred stock and stockholders deficit (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Aug. 26, 2022 | Dec. 31, 2021 | |
Description Of Organization And Business Operations [Line Items] | ||||
Cash | $ 15,827 | $ 1,071 | ||
Less: transaction and advisory fees paid in cash | (10,979) | $ 0 | ||
Less: Cash election consideration paid in cash at the Closing Date | (4,109) | |||
Net proceeds from Business Combination | 1,375 | 0 | ||
Plus: Issuance of common stock to settle certain transaction costs | 3,588 | 0 | ||
Less: non-cash items charged against additional paid-in capital | (17,510) | |||
Less: Deferred cash election consideration | (9,198) | $ 0 | ||
Net contributions from Business Combination and PIPE equity financing | (21,745) | |||
Nogins [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Cash | $ 15,000 | |||
Less: transaction and advisory fees paid in cash | (54,409) | |||
Cash - SWAG trust and cash, net of redemptions [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Cash | 58,841 | |||
Cash - PIPE equity financing [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Cash | $ 1,052 |
DESCRIPTION OF BUSINESS - Sched
DESCRIPTION OF BUSINESS - Schedule of common shares outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 66,694,295 | 39,621,946 |
Common Stock, Shares, Issued | 66,694,295 | 39,621,946 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 407,500 | |
Software Acquisition Group Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 17,021,595 | |
Legacy Nogin [Member] | ||
Business Acquisition [Line Items] | ||
Conversion of Stock, Shares Issued | 54,281,476 | |
PIPE [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Shares, Issued | 517,079 | |
Prior Business Combination [Member] | ||
Business Acquisition [Line Items] | ||
Stockholders' Equity, Other Shares | 12,412,819 | |
Prior Business Combination [Member] | Software Acquisition Group Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 28,509,835 | |
After Business Combination Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 66,694,295 | |
After Business Combination Adjustment [Member] | Software Acquisition Group Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 11,488,240 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Accounts receivable net | $ 1,631,000 | $ 1,631,000 | $ 1,977,000 | |||
Revenue | 20,974,000 | $ 26,947,000 | 66,522,000 | $ 55,221,000 | ||
Bank Deposits | 15,800,000 | 15,800,000 | ||||
Restricted Cash | 1,500 | 1,500 | ||||
Branded Online Inc dba Nogin [Member] | ||||||
Right to recover products from customers receivable current | 326,000 | 326,000 | 532,000 | |||
Allowance For Doubtful Accounts Receivable | 425,000 | 425,000 | 406,000 | |||
Reserve For Return On Goods To Customers | 1,800,000 | $ 700,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Accounts receivable net | 700,000 | $ 700,000 | $ 1,100,000 | |||
Concentration risk percentage | 8% | 15% | ||||
Branded Online Inc dba Nogin [Member] | Major Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration risk percentage | 32% | 25% | ||||
Revenue | $ 21,300,000 | $ 14,100,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer One [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration risk percentage | 12% | 17% | ||||
Purchases | $ 8,000,000 | $ 5,500,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Accounts receivable net | $ 7,700,000 | $ 7,700,000 | $ 5,400,000 | |||
Concentration risk percentage | 80% | 73% | ||||
Branded Online Inc dba Nogin [Member] | Major Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration risk percentage | 14% | 19% | ||||
Revenue | $ 9,600,000 | $ 10,800,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer Two [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration risk percentage | 10% | 13% | ||||
Purchases | $ 6,800,000 | $ 4,000,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Concentration risk percentage | 9% | 13% | ||||
Revenue | $ 6,200,000 | $ 7,100,000 | ||||
Branded Online Inc dba Nogin [Member] | Major Customer Three [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration risk percentage | 9% | 9% | ||||
Purchases | $ 6,300,000 | $ 2,800,000 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of Property and Plant Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 02, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 4,416 | $ 2,696 | $ 25 |
Less accumulated depreciation | (1,336) | (907) | |
Property and equipment, net | 3,080 | 1,789 | |
Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 3,880 | 2,160 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 536 | $ 536 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation on property plant and equipment | $ 445 | $ 348 |
STOCKHOLDERS' DEFICIT - Additio
STOCKHOLDERS' DEFICIT - Additional information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock par value | $ 0.0001 | |
Preferred stock shares authorized | 50,000,000 | |
Preferred stock shares issued | 0 | |
Preferred stock shares outstanding | 0 | |
Common stock shares authorized | 500,000,000 | 60,760,816 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 66,694,295 | 39,621,946 |
Common stock shares outstanding | 66,694,295 | 39,621,946 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Contract acquisition cost | $ 3,175 | $ 3,174 |
Less: Accumulated amortization | (2,236) | (2,062) |
Intangible assets-net | 939 | 1,112 |
Contract Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Contract acquisition cost | 2,000 | 2,000 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Contract acquisition cost | $ 1,175 | $ 1,174 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 16, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets useful life | 3 years | ||
Capitalized contract cost amortization | $ 0 | $ 362 | |
Software Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 169 | $ 36 | |
Contract Acquisition [Member] | Master Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets acquired | $ 2,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED AFFILIATES - Summary of financial information for the joint ventures from formation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Investments [Line Items] | |||||||||
Total net revenue | $ 20,974 | $ 26,947 | $ 66,522 | $ 55,221 | |||||
Net (loss) income | (28,896) | $ (10,973) | $ (9,942) | $ (251) | $ 3,819 | $ (1,494) | (49,812) | $ 2,074 | |
Current assets | 43,080 | 43,080 | $ 34,096 | ||||||
Current liabilities | 37,298 | 37,298 | 35,267 | ||||||
Corporate Joint Venture [Member] | Mod Cloth | |||||||||
Schedule of Investments [Line Items] | |||||||||
Total net revenue | 2,822 | 12,172 | |||||||
Gross margin | 1,245 | 5,242 | |||||||
Net (loss) income | (1,111) | (3,642) | |||||||
Current assets | 3,878 | 3,878 | 5,009 | ||||||
Long term assets | 6,202 | 6,202 | 6,303 | ||||||
Current liabilities | 13,379 | 13,379 | 8,539 | ||||||
Long term liabilities | 3,292 | 3,292 | 5,698 | ||||||
Corporate Joint Venture [Member] | IPCO | |||||||||
Schedule of Investments [Line Items] | |||||||||
Total net revenue | 4,991 | 18,558 | |||||||
Gross margin | 3,943 | 14,190 | |||||||
Net (loss) income | (461) | (1,767) | |||||||
Current assets | 3,759 | 3,759 | 2,596 | ||||||
Long term assets | 5,672 | 5,672 | 6,130 | ||||||
Current liabilities | 7,300 | 7,300 | 1,699 | ||||||
Long term liabilities | $ 0 | $ 0 | $ 0 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED AFFILIATES - Summary of changes in the ModCloth investment Level 3 fair value measurement (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Investments in and Advances to Affiliates [Line Items] | |
Opening Balance | $ 13,570 |
Closing Balance | 11,675 |
Fair Value, Inputs, Level 3 [Member] | |
Investments in and Advances to Affiliates [Line Items] | |
Opening Balance | 13,570 |
Closing Balance | 11,674 |
Fair Value, Inputs, Level 3 [Member] | Mod Cloth [Member] | |
Investments in and Advances to Affiliates [Line Items] | |
Opening Balance | 6,437 |
Change in fair value | (1,940) |
Closing Balance | 4,497 |
Fair Value, Inputs, Level 3 [Member] | IPCO Holdings LLC [Member] | |
Investments in and Advances to Affiliates [Line Items] | |
Opening Balance | 7,133 |
Change in fair value | 45 |
Closing Balance | $ 7,178 |
INVESTMENT IN UNCONSOLIDATED _5
INVESTMENT IN UNCONSOLIDATED AFFILIATES - Additional Information (Detail) $ in Thousands | 9 Months Ended | |||
Apr. 06, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Investments in and Advances to Affiliates [Line Items] | ||||
Payments to Acquire Interest in Joint Venture | $ 0 | $ 1,500 | ||
Investments in and Advances to Affiliates, at Fair Value | 11,675 | $ 13,570 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value | 11,674 | 13,570 | ||
Mod Cloth [Member] | Corporate Joint Venture [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Payments to Acquire Interest in Joint Venture | $ 1,500 | |||
Percentage Of Ownership Interest In Unconsolidated Affiliates | 50% | |||
Investments in and Advances to Affiliates, at Fair Value | 4,500 | 6,400 | ||
Mod Cloth [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value | 4,497 | 6,437 | ||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | (1,940) | |||
Mod Cloth [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Joint Venture [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | $ 1,900 | |||
Mod Cloth [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.174 | |||
Mod Cloth [Member] | Guideline Public Company Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.78 | |||
Mod Cloth [Member] | Guideline Transaction Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.0080 | |||
IPCO Holdings LLC [Member] | Corporate Joint Venture [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value | $ 7,200 | 7,100 | ||
Other Income | 1,600 | |||
IPCO Holdings LLC [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value | 7,178 | $ 7,133 | ||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | 45 | |||
IPCO Holdings LLC [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Joint Venture [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease) | $ 45 | |||
IPCO Holdings LLC [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.190 | |||
IPCO Holdings LLC [Member] | Guideline Public Company Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.28 | |||
IPCO Holdings LLC [Member] | Guideline Transaction Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity Securities, FV-NI, Measurement Input | 0.0029 |
CERTAIN LIABILITY ACCOUNTS - Sc
CERTAIN LIABILITY ACCOUNTS - Schedule Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities [Abstract] | ||
Cash election consideration payable | $ 5,000 | $ 0 |
Accrued transaction costs | 940 | 1,750 |
Payroll and other employee costs | 1,678 | 2,196 |
Sales tax payable | 737 | 1,113 |
Deferred rent | 2,040 | 1,573 |
Deferred revenue | 2,381 | 4,524 |
Accrued interest | 456 | 0 |
Other accrued expenses and current liabilities | 3,103 | 2,862 |
Total | $ 16,335 | $ 14,018 |
CERTAIN LIABILITY ACCOUNTS - _2
CERTAIN LIABILITY ACCOUNTS - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities [Abstract] | ||
Cash election consideration payable | $ 3,865 | $ 0 |
Deferred transaction costs payable | 10,979 | 0 |
Deferred PIPE issuance costs payable | 1,160 | 0 |
Standby agreement derivative liability | 1,900 | 0 |
Warrant liability | 0 | 561 |
Other long-term liabilities | 84 | 173 |
Total | $ 17,988 | $ 734 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 01, 2023 | Oct. 01, 2023 | Aug. 26, 2022 | Apr. 19, 2022 | Nov. 11, 2021 | Jul. 21, 2021 | Apr. 14, 2020 | Jan. 14, 2015 | Jul. 31, 2022 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 7% | ||||||||||||||||
Convertible Notes Payable, Current | $ 1,000,000 | ||||||||||||||||
Revenue Recognized | $ 1,611,000 | $ 0 | |||||||||||||||
Debt Extinguishment loss | $ (1,885,000) | $ 0 | (1,885,000) | 0 | |||||||||||||
Gain on loan forgiveness | 2,300,000 | ||||||||||||||||
Proceeds from notes payable | $ 8,000,000 | $ 0 | |||||||||||||||
Weighted average sale price | $ 2.40 | ||||||||||||||||
Convertible notes amount due at maturity | $ 73,800,000 | $ 73,800,000 | |||||||||||||||
Promissory Note Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of debt | $ 3,500,000 | ||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 31,024 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Proceeds from notes payable | $ 7,000,000 | ||||||||||||||||
First Tranche Notes [Member] | Promissory Note Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Revenue Recognized | $ 400,000 | ||||||||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Apr. 22, 2022 | ||||||||||||||||
Loans payable | $ 2,300,000 | ||||||||||||||||
Debt instrument, interest rate | 1% | ||||||||||||||||
Proceeds from loans | $ 2,300,000 | ||||||||||||||||
Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | $ 5,000,000 | |||||||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | ||||||||||||||||
Debt instrument, description of variable rate basis | bore interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal. | ||||||||||||||||
Debt instrument, periodic payment, principal | $ 139,000 | $ 278,000 | |||||||||||||||
Debt instrument, fee amount | $ 300,000 | $ 600,000 | $ 50,000 | ||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 33,357 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Notes payable fair value disclosure | $ 3,000,000 | ||||||||||||||||
Notes payable current | $ 1,000,000 | ||||||||||||||||
Convertible notes amount due at maturity | $ 4,500,000 | ||||||||||||||||
Notes Payable [Member] | First Tranche Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Sep. 01, 2026 | ||||||||||||||||
Line of credit facility, current borrowing capacity | $ 10,000,000 | ||||||||||||||||
Notes Payable [Member] | Second Tranche Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Nov. 01, 2026 | ||||||||||||||||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | ||||||||||||||||
Notes Payable [Member] | Third Tranche Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notes payable current | $ 5,000,000 | ||||||||||||||||
Minimum [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate terms | 7.75 | ||||||||||||||||
Gain loss on notes payable fair value | $ 6,300,000 | ||||||||||||||||
Minimum [Member] | Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 6.25% | 6.25% | |||||||||||||||
Maximum [Member] | Pipe Warrants [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 1,500,000 | ||||||||||||||||
Maximum [Member] | Promissory Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument interest rate terms | 3.50 | ||||||||||||||||
Gain loss on notes payable fair value | $ 700,000 | ||||||||||||||||
Maximum [Member] | Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 3.25% | 3.25% | |||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||||||||||||
Line of credit facility, interest rate during period | 5.50% | ||||||||||||||||
Line of credit facility, interest rate description | The line was then renewed on July 21, 2021 with an expanded credit limit of $8 million, a new maturity date of June 30, 2023 and an amended per annum interest rate of the greater of 2.25% plus prime rate as published by the Wall Street Journal or 5.50%. The line of credit was repaid at the closing of the Business Combination. | ||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2023 | ||||||||||||||||
Long-term line of credit | $ 5,000,000 | ||||||||||||||||
Other loans payable, long-term | $ 8,000,000 | ||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | ||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Jul. 31, 2021 | ||||||||||||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, interest rate during period | 2.25% | 2% | |||||||||||||||
Convertible Notes and Indenture | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, maturity date | Sep. 01, 2026 | Sep. 01, 2026 | |||||||||||||||
Debt Instrument, Face Amount | $ 65,500 | $ 75,000,000 | |||||||||||||||
Convertible Senior Notes due | 7% | ||||||||||||||||
Accrued interest | $ 500,000 | $ 500,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 11.50 | ||||||||||||||||
Converted Instrument, Shares Issued | 86.9565 | ||||||||||||||||
Convertible Notes Payable, Current | $ 1,000 | ||||||||||||||||
Revenue Recognized | $ 175,000,000 | ||||||||||||||||
Debt Instrument, Covenant Compliance | This covenant will terminate once less than 15% of the aggregate principal amount of the Convertible Notes are outstanding. | ||||||||||||||||
Debt conversion rate description | (a) 0.25% per annum for the first 90 days commencing on the first business day following a ten business day grace period and (b) 0.50% per annum thereafter, in each case, until the Company cures the lapse of effectiveness. | ||||||||||||||||
Gain loss on notes payable fair value | 9,800,000 | $ 9,800,000 | |||||||||||||||
Interest Expense on Debt | 600,000 | ||||||||||||||||
Fair value of the Convertible Notes | 1,100,000 | 1,100,000 | |||||||||||||||
Change in fair value of notes payable | 9,200,000 | 9,200,000 | |||||||||||||||
Convertible Notes and Indenture | First Tranche Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value of the Convertible Notes | 65,100,000 | 65,100,000 | |||||||||||||||
Convertible Notes and Indenture | Second Tranche Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value of the Convertible Notes | $ 74,900,000 | $ 74,900,000 | |||||||||||||||
Convertible Notes and Indenture | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Weighted average sale price | $ 7.50 |
WARRANTS AND DERIVATIVES - Addi
WARRANTS AND DERIVATIVES - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 11, 2021 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 13,343 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock at fair value | $ 428 | |||||||
Change in fair value of warrant liability | $ 0 | $ 717 | $ 0 | |||||
Fair value of the warrant liability | $ 561 | |||||||
Expected dividend rate | 0% | |||||||
Derivative liabilities | $ 0 | $ 0 | $ 561 | |||||
Business combination acquired fair value | 2,000 | $ 2,000 | ||||||
Liquidity fee percentages less | 3.50% | |||||||
Proceeds from Issuance of Warrants | $ 65,500 | $ 0 | ||||||
Change in fair value of the derivative liability | $ 100 | $ 100 | ||||||
Promissory Note Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 31,024 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||
January Twelve Two Thousand And Twenty Seven [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 75,000 | |||||||
July Twenty Two Thousand And Twenty Eight [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 25,000 | |||||||
Granted in Two Thousand And Seventeen And Two Thousand And Eighteen [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 100,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.96 | $ 0.96 | ||||||
Note Agreement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 33,357 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||
Change in fair value of warrant liability | $ 208 | $ 717 | ||||||
Standby Agreement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Derivative liabilities | $ 1,900 | $ 1,900 | ||||||
Pipe Warrants [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 1,396,419 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||
Common stock par value | 11.50 | 11.50 | ||||||
Sale of Stock, Price Per Share | $ 18 | $ 18 | ||||||
Proceeds from Issuance of Warrants | $ 377 | |||||||
Financial Institution [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Ownership interest | 80% | 80% | ||||||
Aggregate Purchase Price Percentage | 20% | |||||||
Financial Institution [Member] | Subscription Agreement [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of warrants granted to purchase shares of common stock | 517,079 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.17 | $ 10.17 | ||||||
Aggregate Purchase Price Percentage | 20% |
WARRANTS AND DERIVATIVES - Sche
WARRANTS AND DERIVATIVES - Schedule of Significant Inputs And Valuation Technique Used To Measure Fair Value of The Warrants (Detail) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Measurement Input Common Stock Fair Value Per Share [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common Stock, Par or Stated Value Per Share | 16.81 | |
Measurement Input, Exercise Price [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.757 | |
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0053 | |
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 |
WARRANTS AND DERIVATIVES - sc_2
WARRANTS AND DERIVATIVES - schedule of changes in the warrant liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Liabilities [Abstract] | ||||
Balance as of December 31, 2021 | $ 561 | |||
Liability classified Warrant issued | 428 | |||
Change in warrant fair value | $ 0 | 717 | $ 0 | |
Settlement of warrant liability in common stock | $ (1,706) | (1,706) | ||
Balance as of September 30, 2022 | $ 0 | $ 0 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 69 | $ 366 | $ 134 | $ 82 |
Statutory federal income tax rate | 21% |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Investment in unconsolidated affiliates | $ 11,675 | $ 13,570 | |
Convertible Notes Payable | 74,486 | 0 | |
Convertible Note | 65,500 | $ 0 | |
Derivative liability | 1,900 | 0 | |
Deferred cash consideration | 10,900 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Warrant liability | 0 | 561 | |
Investment in unconsolidated affiliates | 11,674 | 13,570 | |
Convertible Notes Payable | 74,942 | 0 | |
Deferred cash consideration | $ 3,865 | $ 0 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Cash | $ 15,827 | $ 15,827 | $ 1,071 | ||||||
Consideration in cash | 5,900 | ||||||||
Payments for Merger Related Costs | 15,000 | ||||||||
Cash Acquired in Excess of Payments to Acquire Business | 15,000 | ||||||||
Accounts Payable | 5,000 | 5,000 | |||||||
Remaining Consideration In Cash | 5,900 | ||||||||
Liabilities, Current | 37,298 | 37,298 | $ 35,267 | ||||||
Fair Value Of Distribution Against Accumulated Deficit | 13,300 | ||||||||
Deferred cash consideration | 10,900 | 10,900 | |||||||
Assets, Fair Value Adjustment | 4,100 | ||||||||
Net income (loss) | (28,896) | $ (10,973) | $ (9,942) | $ (251) | $ 3,819 | $ (1,494) | (49,812) | $ 2,074 | |
other (loss) income | 300 | 300 | |||||||
fair value option | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Non-current Cash Consideration | 4,200 | 4,200 | |||||||
Current Cash Consideration | 5,000 | 5,000 | |||||||
fair value of the deferred cash [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Non-current Cash Consideration | 4,200 | 4,200 | |||||||
Deferred cash consideration | $ 3,900 | 3,900 | |||||||
Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Consideration in cash | 15,000 | ||||||||
Minimum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||||
Consideration in cash | $ 4,100 |
ACQUISITION - Additional Inform
ACQUISITION - Additional Information (Details) - Beta Brand [Member] $ in Millions | Dec. 02, 2021 USD ($) |
Business Acquisition [Line Items] | |
Payment to acquire business | $ 7 |
Goodwill | $ 3.1 |
ACQUISITION - summary of finali
ACQUISITION - summary of finalized fair value of the assets and assumed liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 02, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Inventory | $ 2,408 | ||
Other current assets | 741 | ||
Property and equipment | $ 4,416 | $ 2,696 | 25 |
Internal-use software and website | 348 | ||
Total identifiable assets | 7,265 | ||
Accounts payable | 151 | ||
Deferred revenue | 3,224 | ||
Total Liabilities | 3,375 | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 2,538 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 748 | ||
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 438 | ||
Security Deposits | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 19 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 02, 2021 | |
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 2,175,000 | $ 0 | |||||
Revenues | $ 20,974,000 | $ 26,947,000 | 66,522,000 | $ 55,221,000 | |||
Inventory | $ 2,408,000 | ||||||
Promissory Note Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 200,000 | ||||||
Proceeds from (Repayments of) Related Party Debt | 3,100,000 | ||||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 2,000,000 | ||||||
Mod Cloth [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 4,400,000 | ||||||
Accounts receivables from related parties | 7,700,000 | 7,700,000 | $ 5,300,000 | ||||
IPCO Holdings LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 4,900,000 | ||||||
Inventory | 600,000 | 600,000 | |||||
IPCO Holdings LLC [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory notes from related parties | 200,000 | 200,000 | |||||
PIPE Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible Debt | 1,500,000 | 1,500,000 | |||||
PIPE Related Parties [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Issuance of Long-Term Debt | 1,500,000 | ||||||
PIPE Related Parties [Member] | Promissory Note Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible Debt | 32,142 | 32,142 | |||||
PIPE Related Parties [Member] | Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Long-Term Debt, Fair Value | $ 1,700,000 | $ 1,700,000 |
REVENUE - Summary of Disaggrega
REVENUE - Summary of Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 20,974 | $ 26,947 | $ 66,522 | $ 55,221 |
Commerce-as-a-Service Revenue | ||||
Revenue | 5,422 | 4,409 | 15,729 | 13,791 |
Product sales revenue | ||||
Revenue | 8,645 | 15,224 | 29,401 | 19,739 |
Marketing revenue | ||||
Revenue | 3,417 | 4,319 | 11,104 | 13,127 |
Shipping revenue | ||||
Revenue | 2,574 | 1,583 | 6,688 | 4,405 |
Other revenue | ||||
Revenue | $ 916 | $ 1,412 | $ 3,600 | $ 4,159 |
EARNINGS PER SHARE - Summary of
EARNINGS PER SHARE - Summary of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: Basic EPS | ||||||||
Net (loss) income | $ (28,896) | $ (10,973) | $ (9,942) | $ (251) | $ 3,819 | $ (1,494) | $ (49,812) | $ 2,074 |
Less: Undistributed earnings attributable to participating securities | 0 | 0 | 0 | (581) | ||||
Net loss attributable to common stockholders-basic | $ (28,896) | $ (251) | $ (49,812) | $ 1,493 | ||||
Denominator: Basic EPS | ||||||||
Weighted average shares of common stock outstanding-basic | 49,921,209 | 39,621,946 | 43,092,760 | 39,621,946 | ||||
Earnings Per Share, Basic | $ (0.58) | $ (0.01) | $ (1.16) | $ 0.04 | ||||
Numerator: Diluted EPS | ||||||||
Net income (loss) attributable to common stockholders-diluted | $ (28,896) | $ (251) | $ (49,812) | $ 1,493 | ||||
Denominator: Diluted EPS | ||||||||
Weighted average shares of common stock outstanding diluted | 49,921,209 | 39,621,946 | 43,092,760 | 39,621,946 | ||||
Dilutive potential shares of common stock: | ||||||||
Options to purchase shares of common stock | 0 | 0 | 0 | 728,284 | ||||
Warrants to purchase shares of common stock | 0 | 0 | 0 | 546,049 | ||||
Weighted average shares of common stock outstanding-diluted | 49,921,209 | 39,621,946 | 43,092,760 | 40,896,279 | ||||
Net (loss) income per share attributable to common stock-diluted | $ (0.58) | $ (0.01) | $ (1.16) | $ 0.04 |
EARNINGS PER SHARE - Summary _2
EARNINGS PER SHARE - Summary Of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,166,825 | 0 | 730,212 | 0 |
Series A Convertible, Redeemable Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,492,133 | 8,864,495 | 7,728,022 | 8,864,495 |
Series B Convertible, Redeemable Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,924,419 | 6,334,150 | 5,522,080 | 6,334,150 |
Share-Based Payment Arrangement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,927,862 | 0 | 2,419,681 | 0 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 472,624 | 0 | 572,779 | 0 |
Pipe Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 531,246 | 0 | 179,028 | 0 |
Swag Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,136,240 | 0 | 2,741,883 | 0 |
MEZZANINE EQUITY AND SHAREHOL_2
MEZZANINE EQUITY AND SHAREHOLDERS DEFICIT (Additional Information) (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Business Combination, Description [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | 60,760,816 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Stock, Shares Issued upon Conversion | 15,200,000 | |
Preferred Stock, Shares Authorized | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 31, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Commitments [Line Items] | |||
Operating Lease Monthly Lease Payments | $ 75 | ||
Operating Lease Expiration Description | May 2023 | November 2028 | |
Operating Lease, Expense | $ 4,100 | $ 2,700 | |
Operating Sublease Monthly Payments Receivable | $ 87 | ||
Operating Sublease Expiration Description | May 2023 | ||
Lessee Operating Sublease Income Receivable Year One and Year Two | $ 1,000 | ||
Lessee Operating Sublease Income Receivable Year Three | $ 435 | ||
Maximum [Member] | |||
Other Commitments [Line Items] | |||
Operating Lease Monthly Lease Payments | 124 | ||
Minimum [Member] | |||
Other Commitments [Line Items] | |||
Operating Lease Monthly Lease Payments | $ 36 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments Under Non Cancelable Terms (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2022 (remaining payments) | $ 570 |
2023 | 1,272 |
2024 | 873 |
2025 | 900 |
2026 | 927 |
Thereafter | 1,853 |
Lessee, Operating Lease, Liability, to be Paid, Total | $ 6,395 |