UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 9, 2022, the registrant had
Table of Contents
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PART I. |
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Item 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
9 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
33 |
Item 3. |
48 |
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Item 4. |
48 |
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PART II. |
49 |
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Item 1. |
49 |
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Item 1A. |
49 |
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Item 2. |
59 |
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Item 3. |
59 |
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Item 4. |
59 |
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Item 5. |
59 |
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Item 6. |
59 |
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62 |
1
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
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Our ability to continue as a going concern; |
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the potential impact of the COVID-19 global pandemic and Russian invasion of Ukraine on our business, revenue and financial condition, our supply chain, our operations and our research and development; |
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our expectation that consumer spending will continue to shift online, and that such shift will continue even after the COVID-19 global pandemic ends or recedes; |
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our future financial performance, including our revenue, costs of goods sold and operating expenses; |
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our ability to achieve, sustain and grow net revenue and profitability; |
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the sufficiency of our cash to meet our liquidity and operational needs and to execute our growth strategies, including potential acquisitions; |
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our ability to maintain the security and availability of our technology platform, including our AIMEE (Artificial Intelligence Marketplace e-Commerce Engine) software platform; |
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our ability to successfully launch new products, including our ability to successfully manage supply chain risks; |
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our predictions about industry and market trends; |
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our ability to successfully expand internationally; |
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our ability to effectively manage our growth and future expenses; |
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our ability to identify, acquire, integrate and maintain the financial performance of potential acquisitions; |
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our ability to maintain, protect and enhance our intellectual property, including our AIMEE software platform; |
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our ability to comply with laws and regulations applying to our business, including new or modified laws and regulations; |
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our ability to attract and retain key personnel; |
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our ability to successfully defend litigation brought against us or to pursue litigation; and |
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the increased expenses and obligations associated with being a public company. |
We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section of this Quarterly Report on Form 10-Q entitled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a highly competitive and challenging environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected, or that the plans, intentions or expectations disclosed, in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those expressed or implied by the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, new information or the occurrence of unanticipated events, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, other strategic transactions or investments we may make or enter into.
2
Non-GAAP Financial Measures
In Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Quarterly Report on Form 10-Q (the “MD&A”), we present certain financial measures that are derived from our consolidated financial data but are not presented in our financial statements that are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures are considered “non-GAAP financial measures” under the Securities and Exchange Commission’s rules. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures are included in the “Non-GAAP Financial Measures” section of the MD&A.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
ATERIAN, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
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December 31, 2021 |
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March 31, 2022 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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$ |
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$ |
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Accounts receivable—net |
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Inventory |
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Prepaid and other current assets |
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Total current assets |
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PROPERTY AND EQUIPMENT—net |
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GOODWILL—net |
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OTHER INTANGIBLES—net |
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OTHER NON-CURRENT ASSETS |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Credit facility |
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$ |
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$ |
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Accounts payable |
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Seller notes |
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Contingent earn-out liability |
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Warrant liability |
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— |
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Accrued and other current liabilities |
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Total current liabilities |
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OTHER LIABILITIES |
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CONTINGENT EARN-OUT LIABILITY |
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— |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 9) |
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STOCKHOLDERS’ EQUITY: |
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Common stock, par value $ authorized and |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders’ equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
4
ATERIAN, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
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Three Months Ended March 31, |
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2021 |
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2022 |
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NET REVENUE |
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$ |
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$ |
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COST OF GOODS SOLD |
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GROSS PROFIT |
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OPERATING EXPENSES: |
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Sales and distribution |
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Research and development |
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General and administrative |
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Impairment loss on goodwill |
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— |
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Change in fair value of contingent earn-out liabilities |
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( |
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TOTAL OPERATING EXPENSES: |
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OPERATING LOSS |
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( |
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INTEREST EXPENSE—net |
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GAIN ON EXTINGUISHMENT OF SELLER NOTE |
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— |
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LOSS ON INITIAL ISSUANCE OF EQUITY |
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— |
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CHANGE IN FAIR VALUE OF WARRANT LIABILITY |
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LOSS ON INITIAL ISSUANCE OF WARRANT |
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OTHER EXPENSE |
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LOSS BEFORE INCOME TAXES |
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( |
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PROVISION FOR INCOME TAXES |
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— |
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— |
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NET LOSS |
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$ |
( |
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$ |
( |
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Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
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Weighted-average number of shares outstanding, basic and diluted |
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See notes to condensed consolidated financial statements.
5
ATERIAN, INC.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
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Three Months Ended March 31, |
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2021 |
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2022 |
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NET LOSS |
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$ |
( |
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$ |
( |
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OTHER COMPREHENSIVE INCOME (LOSS): |
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Foreign currency translation adjustments |
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( |
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Other comprehensive income (loss) |
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( |
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COMPREHENSIVE LOSS |
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$ |
( |
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$ |
( |
) |
See notes to condensed consolidated financial statements.
6
ATERIAN, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share and per share data)
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Three Months Ended March 31, 2021 |
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Common Stock |
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Additional Paid-in |
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Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income |
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Equity |
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||||||
BALANCE—January 1, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of common stock upon exercise of stock option grants |
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— |
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— |
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— |
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Issuance of common stock related to exercise of warrants |
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— |
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— |
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— |
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Issuance of common stock in connection with acquisition of Healing Solutions assets |
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— |
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— |
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— |
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Issuance of restricted stock awards |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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BALANCE—March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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For the Three Months Ended March 31, 2022 |
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Common Stock |
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Additional Paid-in |
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Accumulated |
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Accumulated Other Comprehensive |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Equity |
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||||||
BALANCE—January 1, 2022 |
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$ |
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$ |
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$ |
( |
) |
|
$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of shares of restricted common stock |
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— |
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— |
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— |
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— |
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— |
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Forfeiture of shares of restricted common stock |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock for settlement of seller note |
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— |
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— |
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— |
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Issuance of common stock, net of issuance costs |
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— |
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— |
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Issuance of warrants in connection with offering |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Loss on initial issuance of equity |
|
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
|
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
BALANCE—March 31, 2022 |
|
|
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$ |
|
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
See notes to condensed consolidated financial statements.
7
ATERIAN, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
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Three Months Ended March 31, |
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|||||
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2021 |
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2022 |
|
||
OPERATING ACTIVITIES: |
|
|
|
|
|
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Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Provision for sales returns |
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( |
) |
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Amortization of deferred financing costs and debt discounts |
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Change in fair value of warrants |
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— |
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Stock-based compensation |
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Loss (Gain) from change in contingent liabilities fair value |
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( |
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Loss in connection with warrant fair value |
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— |
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Loss on initial issuance of warrant |
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— |
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Gain in connection with settlement of note payable |
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|
— |
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( |
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Loss on initial issuance of equity |
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— |
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Impairment loss on goodwill |
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— |
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Changes in assets and liabilities: |
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|
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Accounts receivable |
|
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( |
) |
|
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Inventory |
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( |
) |
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( |
) |
Prepaid and other current assets |
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( |
) |
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Accounts payable, accrued and other liabilities |
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Cash used in operating activities |
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( |
) |
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( |
) |
INVESTING ACTIVITIES: |
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Purchase of fixed assets |
|
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( |
) |
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( |
) |
Purchase of Healing Solutions assets |
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( |
) |
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— |
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Cash used in investing activities |
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( |
) |
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( |
) |
FINANCING ACTIVITIES: |
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Proceeds from warrant exercise |
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— |
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Proceeds from cancellation of warrant |
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— |
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Proceeds from exercise of stock options |
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— |
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Proceeds from equity offering, net of issuance costs |
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— |
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Repayments on note payable to Smash |
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( |
) |
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( |
) |
Borrowings from MidCap credit facility |
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Repayments for MidCap credit facility |
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( |
) |
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( |
) |
Deferred financing costs from MidCap credit facility |
|
|
( |
) |
|
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— |
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Repayments for High Trail term loan |
|
|
( |
) |
|
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— |
|
Borrowings from High Trail term loan note 2 |
|
|
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— |
|
Debt issuance costs from High Trail Term Loan |
|
|
( |
) |
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— |
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Insurance obligation payments |
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( |
) |
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( |
) |
Cash provided by financing activities |
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EFFECT OF EXCHANGE RATE ON CASH |
|
|
( |
) |
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( |
) |
NET CHANGE IN CASH AND RESTRICTED CASH FOR PERIOD |
|
|
|
|
|
|
|
|
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD |
|
|
|
|
|
|
|
|
CASH AND RESTRICTED CASH AT END OF PERIOD |
|
$ |
|
|
|
$ |
|
|
RECONCILIATION OF CASH AND RESTRICTED CASH |
|
|
|
|
|
|
|
|
CASH |
|
$ |
|
|
|
$ |
|
|
RESTRICTED CASH—Prepaid and other assets |
|
|
|
|
|
|
|
|
RESTRICTED CASH—Other non-current assets |
|
|
|
|
|
|
|
|
TOTAL CASH AND RESTRICTED CASH |
|
$ |
|
|
|
$ |
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
Non-cash consideration paid to contractors |
|
$ |
|
|
|
$ |
— |
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Debt issuance costs not paid |
|
$ |
|
|
|
$ |
— |
|
Original issue discount |
|
$ |
|
|
|
$ |
— |
|
Fair value of contingent consideration liability |
|
$ |
|
|
|
$ |
— |
|
Discount of debt relating to warrants issuance |
|
$ |
|
|
|
$ |
— |
|
Issuance of common stock in connection with acquisition |
|
$ |
|
|
|
$ |
— |
|
Issuance of common stock for settlement of seller note |
|
$ |
— |
|
|
$ |
|
|
Fair value of warrants issued in connection with equity offering |
|
$ |
— |
|
|
$ |
|
|
Equity fundraising costs not paid |
|
$ |
— |
|
|
$ |
|
|
Common stock issued for warrants |
|
$ |
|
|
|
$ |
— |
|
See notes to condensed consolidated financial statements.
8
Aterian, Inc.
Notes to condensed consolidated financial statements
For the Three Months Ended March 31, 2021 and 2022 (Unaudited)
(In thousands, except share and per share data)
1. |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
Aterian, Inc., formerly known as Mohawk Group Holdings, Inc., and its subsidiaries (“Aterian” or the “Company”), is a technology-enabled consumer products platform that builds, acquires and partners with e-commerce brands. The Company’s proprietary software and agile supply chain helps create a growing base of consumer products. Aterian predominantly operates through online retail channels such as Amazon and Walmart, Inc. The Company owns and operates fourteen brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, heating, cooling and air quality appliances (dehumidifiers, humidifiers and air conditioners), health and beauty products and essentials oils.
Headquartered in New York, Aterian’s offices can also be found in China, Philippines, Israel and Poland.
Going Concern—As of March 31, 2022, the Company had total cash and cash equivalents of $
As an emerging growth company, the Company has been dependent on outside capital through the issuance of equity to investors and borrowings from lenders (collectively “outside capital”) since its inception to execute its growth strategy of investing in organic growth at the expense of short-term profitably and investing in incremental growth through mergers and acquisitions (“M&A strategy”). In addition, the Company’s recent financial performance has been adversely impacted by the COVID-19 global pandemic and related global shipping disruption, in particular with respect to substantial increases in supply chain costs for shipping containers (See COVID-19 Pandemic and the Supply Chain disclosure below). As a result, the Company has incurred significant losses and will remain dependent on outside capital for the foreseeable future until such time that the Company can realize its strategy of growth by generating profits through its organic growth and M&A strategy, and reduce its reliance on outside capital.
Given the inherent uncertainties associated with executing the Company’s growth strategy, as well as the uncertainty associated with the ongoing COVID-19 global pandemic, recent record increases in inflation and related global supply chain disruption, management can provide no assurances the Company will be able to obtain sufficient outside capital or generate sufficient cash from operations to fund the Company’s obligations as they become due over the next twelve months from the date these consolidated financial statements were issued.
In addition, as disclosed in Note 6, the Company entered into a $
Since its inception, the Company has been able to successfully raise a substantial amount of outside capital to fund the Company’s growth strategy. However, as of March 31, 2022, the Company had no firm commitments of additional outside capital from current or prospective investors or lenders. While management believes the Company will be able to secure additional outside capital, no assurances can be provided that such capital will be obtained or on terms that are acceptable to the Company. Furthermore, given the inherent uncertainties associated with the Company’s growth strategy, the Company may be unable to remain in compliance with the financial covenants required by the Midcap Credit Facility over the next twelve months. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern.
In order to alleviate substantial doubt, management plans to continue to closely monitor its operating forecast, pursue additional sources of outside capital, and pursue its M&A strategy. If the Company is (a) unable to improve its operating results, (b) obtain additional outside capital on terms that are acceptable to the Company to fund the Company’s operations and M&A strategy, and/or (c) secure a waiver or forbearance from the lender if the Company is unable to remain in compliance with the financial covenants required by the MidCap Credit Facility, the Company will have to make significant changes to its operating plan, such as delay expenditures, reduce investments in new products, delay the development of its software, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. Moreover, if the Company breaches the financial covenants
9
required by the MidCap Credit Facility and fail to secure a waiver or forbearance from the lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the MidCap Credit Facility or the exercise of other rights or remedies the lender may have under applicable law. Management can provide no assurance a waiver or forbearance will be granted or the outstanding borrowings under the MidCap Credit Facility will be successfully refinanced on terms that are acceptable to the Company.
The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
COVID-19 Pandemic and the Supply Chain—The full impact of the COVID-19 pandemic on the Company’s supply chain, including the impact associated with preventive and precautionary measures that the Company, other businesses and governments are taking, continues to evolve as of the date of this report.
During 2022 to date, the Company has continued to be impacted by the COVID-19 pandemic and related global shipping disruption. Together these have led to substantial increases in supply chain costs, in particular shipping containers, which the Company relies on to import its goods, costs have increased while the reliability and timely delivery of such shipping containers has reduced and has substantially increased the Company’s last mile shipping costs on its oversized goods. These cost increases have been particularly substantial for oversized goods, which is a material part of the Company’s business. The reduced reliability and delivery of such shipping containers is forcing the Company to spend more on premium shipping to ensure goods are delivered, if at all, and the lack of reliability and timely delivery has further down chain impacts as it takes longer for containers to be offloaded and returned. Further, this global shipping disruption is forcing the Company to increase its inventory on-hand, including by advance ordering and taking possession of inventory earlier than expected, negatively impacting its working capital.
Third party last mile shipping partners, such as UPS and FedEx, continue to increase the cost of delivering goods to the end consumers as their delivery networks continue to be impacted by the COVID-19 pandemic. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the U.S. As such, the Company has noticed changes to consumer buying habits, which may lead to reduced demand for its products. Further, recent record inflation has added additional pressure to the cost of the Company’s supply chain.
The Company continues to consider the impact of the COVID-19 pandemic on the Company’s supply chain on the assumptions and estimates used when preparing these consolidated financial statements including inventory valuation, and the impairment of long-lived assets. These assumptions and estimates may change as the situation evolves or new events occur, and additional information is obtained. If the economic conditions caused by the COVID-19 pandemic and the negative impact on the Company’s supply chain worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company’s results of operations, financial position, and liquidity.
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the Company’s audited consolidated financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2022 (the “Annual Report”).
In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2022, the results of operations for the three months ended March 31, 2021 and 2022, the statements of stockholders’ equity for the three months ended March 31, 2021 and 2022, and cash flows for the three months ended March 31, 2021 and 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year.
10
Use of Estimates— Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.
Principles of Consolidation—The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Restricted Cash— As of December 31, 2021, the Company has classified the following as restricted cash: $
As of March 31, 2022, the Company has classified the following as restricted cash: $
Revenue Recognition— The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers.
The Company derives its revenue from the sale of consumer products.