UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-38937
Mohawk Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
83-1739858 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer |
|
37 East 18th Street, 7th Floor New York, NY |
|
10003 |
|
(Address of principal executive offices) |
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(Zip Code) |
(347) 676-1681
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
|
MWK |
|
The Nasdaq Stock Market LLC |
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 |
☐ |
|
Accelerated filer |
☐ |
|
Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
|
|
|
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 ☐ No ☒
As of November 2, 2020, the registrant had 21,844,944 shares of common stock, $0.0001 par value per share, outstanding.
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Page |
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PART I. |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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7 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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Item 3. |
37 |
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Item 4. |
37 |
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PART II. |
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Item 1. |
39 |
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Item 1A. |
39 |
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Item 2. |
46 |
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Item 3. |
47 |
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Item 4. |
47 |
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Item 5. |
47 |
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Item 6. |
48 |
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50 |
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i
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 risk 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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• |
the potential impact to our business, revenue and financial condition, including our supply chain and our operations, due to the COVID-19 global pandemic; |
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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; |
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• |
our ability to grow net revenue from sales of personal protective equipment (“PPE”); |
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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 and grow profitability; |
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• |
the sufficiency of our cash to meet our liquidity and operational needs and to execute our growth strategies; |
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• |
our ability to maintain the security and availability of our technology platform, including our AIMEE (Artificial Intelligence Mohawk 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 ability to identify, complete and integrate merger and acquisition transactions; |
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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 estimated total addressable market; |
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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 modified or new laws and regulations applying to our business; |
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• |
our ability to attract and retain of qualified employees and 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.
ii
MOHAWK GROUP HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
|
|
|
December 31, 2019 |
|
|
September 30, 2020 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
30,353 |
|
|
$ |
37,385 |
|
|
Accounts receivable—net |
|
|
1,059 |
|
|
|
8,516 |
|
|
Inventory |
|
|
36,212 |
|
|
|
18,791 |
|
|
Prepaid and other current assets |
|
|
5,395 |
|
|
|
7,343 |
|
|
Total current assets |
|
|
73,019 |
|
|
|
72,035 |
|
|
PROPERTY AND EQUIPMENT—net |
|
|
175 |
|
|
|
132 |
|
|
GOODWILL AND OTHER INTANGIBLES—net |
|
|
1,055 |
|
|
|
16,700 |
|
|
OTHER NON-CURRENT ASSETS |
|
|
175 |
|
|
|
174 |
|
|
TOTAL ASSETS |
|
$ |
74,424 |
|
|
$ |
89,041 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
Credit facility |
|
$ |
21,657 |
|
|
$ |
13,418 |
|
|
Accounts payable |
|
|
21,064 |
|
|
|
14,538 |
|
|
Term loan |
|
|
3,000 |
|
|
|
6,500 |
|
|
Accrued and other current liabilities |
|
|
7,505 |
|
|
|
12,334 |
|
|
Total current liabilities |
|
|
53,226 |
|
|
|
46,790 |
|
|
OTHER LIABILITIES |
|
|
4 |
|
|
|
2,480 |
|
|
TERM LOANS |
|
|
10,467 |
|
|
|
6,350 |
|
|
Total liabilities |
|
|
63,697 |
|
|
|
55,620 |
|
|
COMMITMENTS AND CONTINGENCIES (Note 9) |
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|
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|
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STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
Common stock, par value $0.0001 per share—500,000,000 shares authorized and 17,736,649 shares outstanding at December 31, 2019; 500,000,000 shares authorized and 21,844,944 shares outstanding at September 30, 2020 |
|
|
2 |
|
|
|
2 |
|
|
Additional paid-in capital |
|
|
140,477 |
|
|
|
181,971 |
|
|
Accumulated deficit |
|
|
(129,809 |
) |
|
|
(148,581 |
) |
|
Accumulated other comprehensive income |
|
|
57 |
|
|
|
29 |
|
|
Total stockholders’ equity |
|
|
10,727 |
|
|
|
33,421 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
74,424 |
|
|
$ |
89,041 |
|
See notes to condensed consolidated financial statements.
1
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
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2019 |
|
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2020 |
|
|
2019 |
|
|
2020 |
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||||
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NET REVENUE |
|
$ |
40,603 |
|
|
$ |
58,783 |
|
|
$ |
88,817 |
|
|
$ |
144,212 |
|
|
COST OF GOODS SOLD |
|
|
23,076 |
|
|
|
30,688 |
|
|
|
52,859 |
|
|
|
78,218 |
|
|
GROSS PROFIT |
|
|
17,527 |
|
|
|
28,095 |
|
|
|
35,958 |
|
|
|
65,994 |
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and distribution |
|
|
18,111 |
|
|
|
18,944 |
|
|
|
41,094 |
|
|
|
51,472 |
|
|
Research and development |
|
|
3,226 |
|
|
|
1,846 |
|
|
|
7,731 |
|
|
|
6,578 |
|
|
General and administrative |
|
|
10,261 |
|
|
|
7,199 |
|
|
|
23,932 |
|
|
|
23,554 |
|
|
TOTAL OPERATING EXPENSES: |
|
|
31,598 |
|
|
|
27,989 |
|
|
|
72,757 |
|
|
|
81,604 |
|
|
OPERATING INCOME (LOSS) |
|
|
(14,071 |
) |
|
|
106 |
|
|
|
(36,799 |
) |
|
|
(15,610 |
) |
|
INTEREST EXPENSE—net |
|
|
875 |
|
|
|
934 |
|
|
|
3,368 |
|
|
|
3,120 |
|
|
OTHER EXPENSE (INCOME)—net |
|
|
21 |
|
|
|
(23 |
) |
|
|
53 |
|
|
|
(4 |
) |
|
LOSS BEFORE INCOME TAXES |
|
|
(14,967 |
) |
|
|
(805 |
) |
|
|
(40,220 |
) |
|
|
(18,726 |
) |
|
PROVISION FOR INCOME TAXES |
|
|
8 |
|
|
|
— |
|
|
|
23 |
|
|
|
46 |
|
|
NET LOSS |
|
$ |
(14,975 |
) |
|
$ |
(805 |
) |
|
$ |
(40,243 |
) |
|
$ |
(18,772 |
) |
|
Net loss per share, basic and diluted |
|
$ |
(0.99 |
) |
|
$ |
(0.05 |
) |
|
$ |
(3.10 |
) |
|
$ |
(1.18 |
) |
|
Weighted-average number of shares outstanding, basic and diluted |
|
|
15,134,422 |
|
|
|
17,090,050 |
|
|
|
12,971,641 |
|
|
|
15,903,517 |
|
See notes to condensed consolidated financial statements.
2
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
||||
|
NET LOSS |
|
$ |
(14,975 |
) |
|
$ |
(805 |
) |
|
$ |
(40,243 |
) |
|
$ |
(18,772 |
) |
|
OTHER COMPREHENSIVE INCOME (LOSS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
13 |
|
|
|
(19 |
) |
|
|
26 |
|
|
|
(28 |
) |
|
Other comprehensive income (loss) |
|
|
13 |
|
|
|
(19 |
) |
|
|
26 |
|
|
|
(28 |
) |
|
COMPREHENSIVE LOSS |
|
$ |
(14,962 |
) |
|
$ |
(824 |
) |
|
$ |
(40,217 |
) |
|
$ |
(18,800 |
) |
See notes to condensed consolidated financial statements.
3
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share and per share data)
|
|
|
For the Three Months Ended September 30, 2019 |
|
|||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Accumulated Other Comprehensive |
|
|
Total Stockholders’ |
|
|||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Equity |
|
||||||
|
BALANCE—July 1, 2019 |
|
|
17,625,241 |
|
|
|
2 |
|
|
|
119,348 |
|
|
|
(96,288 |
) |
|
|
53 |
|
|
|
23,115 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,975 |
) |
|
|
— |
|
|
|
(14,975 |
) |
|
Issuance costs from Initial Public Offering |
|
|
— |
|
|
|
— |
|
|
|
(21 |
) |
|
|
— |
|
|
|
— |
|
|
|
(21 |
) |
|
Issuance of 84,975 shares of restricted common stock in August 2019 (see Note 7) |
|
|
84,975 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
11,374 |
|
|
|
— |
|
|
|
— |
|
|
|
11,374 |
|
|
Exercise of stock options |
|
|
443 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
13 |
|
|
BALANCE—September 30, 2019 |
|
|
17,710,659 |
|
|
$ |
2 |
|
|
$ |
130,703 |
|
|
$ |
(111,263 |
) |
|
$ |
66 |
|
|
$ |
19,508 |
|
|
|
|
For the Three Months Ended September 30, 2020 |
|
|||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Accumulated Other Comprehensive |
|
|
Total Stockholders’ |
|
|||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Equity |
|
||||||
|
BALANCE—July 1, 2020 |
|
|
17,763,164 |
|
|
|
2 |
|
|
|
152,948 |
|
|
|
(147,776 |
) |
|
|
48 |
|
|
|
5,222 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(805 |
) |
|
|
— |
|
|
|
(805 |
) |
|
Issuance of 3,860,710 shares of common stock in connection with follow-on public offering, including underwriter's over-allotment, net of offering costs and underwriter's discount |
|
|
3,860,710 |
|
|
|
— |
|
|
|
23,416 |
|
|
|
— |
|
|
|
— |
|
|
|
23,416 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
4,582 |
|
|
|
— |
|
|
|
— |
|
|
|
4,582 |
|
|
Issuance of 10,000 shares of restricted common stock on July 13, 2020 |
|
|
10,000 |
|
|
|
— |
|
|
|
49 |
|
|
|
— |
|
|
|
— |
|
|
|
49 |
|
|
Issuance of 95,500 shares of restricted common stock on July 20, 2020 |
|
|
95,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 22,700 shares of restricted common stock on September 30, 2020 |
|
|
22,700 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 25,000 warrants on August 18, 2020 |
|
|
— |
|
|
|
— |
|
|
|
204 |
|
|
|
— |
|
|
|
— |
|
|
|
204 |
|
|
Issuance of 90,000 shares of restricted common stock on August 10, 2020 |
|
|
90,000 |
|
|
|
— |
|
|
|
760 |
|
|
|
— |
|
|
|
— |
|
|
|
760 |
|
|
Exercise of stock options |
|
|
2,870 |
|
|
|
— |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
(19 |
) |
|
BALANCE—September 30, 2020 |
|
|
21,844,944 |
|
|
$ |
2 |
|
|
$ |
181,971 |
|
|
$ |
(148,581 |
) |
|
$ |
29 |
|
|
$ |
33,421 |
|
4
|
|
For the Nine Months Ended September 30, 2019 |
|
||||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Accumulated Other Comprehensive |
|
|
Total Stockholders’ |
|
|||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Equity |
|
||||||
|
BALANCE—January 1, 2019 |
|
|
11,534,190 |
|
|
$ |
1 |
|
|
$ |
76,348 |
|
|
$ |
(71,020 |
) |
|
$ |
40 |
|
|
$ |
5,369 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(40,243 |
) |
|
|
— |
|
|
|
(40,243 |
) |
|
Issuance of 2,406,618 shares of restricted common stock on March 20, 2019 (see Note 7) |
|
|
2,406,618 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 88,548 shares of restricted common stock on May 17, 2019 and forfeiture of 69,141 shares of restricted common stock (see Note 7) |
|
|
19,407 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 64,982 shares of restricted common stock on June 12, 2019 (see Note 7) |
|
|
64,982 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 3,600,000 shares of common stock on June 14, 2019 (see Note 1) |
|
|
3,600,000 |
|
|
|
1 |
|
|
|
29,606 |
|
|
|
— |
|
|
|
— |
|
|
|
29,607 |
|
|
Issuance of 84,975 shares of restricted common stock in August 2019 (see Note 7) |
|
|
84,975 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
24,747 |
|
|
|
— |
|
|
|
— |
|
|
|
24,747 |
|
|
Exercise of stock options |
|
|
487 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
26 |
|
|
|
26 |
|
|
BALANCE—September 30, 2019 |
|
|
17,710,659 |
|
|
$ |
2 |
|
|
$ |
130,703 |
|
|
$ |
(111,263 |
) |
|
$ |
66 |
|
|
$ |
19,508 |
|
5
|
|
For the Nine Months Ended September 30, 2020 |
|
||||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
Accumulated Other Comprehensive |
|
|
Total Stockholders’ |
|
|||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income/(Loss) |
|
|
Equity |
|
||||||
|
BALANCE—January 1, 2020 |
|
|
17,736,649 |
|
|
$ |
2 |
|
|
$ |
140,477 |
|
|
$ |
(129,809 |
) |
|
$ |
57 |
|
|
$ |
10,727 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,772 |
) |
|
|
— |
|
|
|
(18,772 |
) |
|
Issuance of 439,145 shares of restricted common stock on March 12, 2020 (see Note 7) |
|
|
439,145 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Forfeiture of 371,329 shares of restricted common stock |
|
|
(371,329 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Shares of restricted common stock retired in connection with vesting |
|
|
(41,299 |
) |
|
|
— |
|
|
|
(139 |
) |
|
|
— |
|
|
|
— |
|
|
|
(139 |
) |
|
Forfeiture of 134,366 shares of restricted common stock |
|
|
(134,366 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 134,364 shares of restricted common stock |
|
|
134,364 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 3,860,710 shares of common stock in connection with follow-on public offering, including underwriter's over-allotment, net of offering costs and underwriter's discount |
|
|
3,860,710 |
|
|
|
— |
|
|
|
23,416 |
|
|
|
— |
|
|
|
— |
|
|
|
23,416 |
|
|
Issuance of 10,000 shares of restricted common stock on July 13, 2020 |
|
|
10,000 |
|
|
|
— |
|
|
|
49 |
|
|
|
— |
|
|
|
— |
|
|
|
49 |
|
|
Issuance of 95,500 shares of restricted common stock on July 20, 2020 |
|
|
95,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 22,700 shares of restricted common stock on September 30, 2020 |
|
|
22,700 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance of 25,000 warrants on August 18, 2020 |
|
|
— |
|
|
|
— |
|
|
|
204 |
|
|
|
— |
|
|
|
— |
|
|
|
204 |
|
|
Issuance of 90,000 shares of restricted common stock on August 10, 2020 |
|
|
90,000 |
|
|
|
— |
|
|
|
760 |
|
|
|
— |
|
|
|
— |
|
|
|
760 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
17,192 |
|
|
|
— |
|
|
|
— |
|
|
|
17,192 |
|
|
Exercise of stock options |
|
|
2,870 |
|
|
|
— |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(28 |
) |
|
|
(28 |
) |
|
BALANCE—September 30, 2020 |
|
|
21,844,944 |
|
|
$ |
2 |
|
|
$ |
181,971 |
|
|
$ |
(148,581 |
) |
|
$ |
29 |
|
|
$ |
33,421 |
|
See notes to condensed consolidated financial statements.
6
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
Nine Months Ended September 30, |
|
|||||
|
|
|
2019 |
|
|
2020 |
|
||
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(40,243 |
) |
|
$ |
(18,772 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
136 |
|
|
|
179 |
|
|
Provision for sales returns |
|
|
236 |
|
|
|
77 |
|
|
Amortization of deferred financing costs and debt discounts |
|
|
914 |
|
|
|
914 |
|
|
Stock-based compensation |
|
|
24,747 |
|
|
|
17,472 |
|
|
Other |
|
|
101 |
|
|
|
5 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,784 |
) |
|
|
(7,492 |
) |
|
Inventory |
|
|
4,944 |
|
|
|
17,235 |
|
|
Prepaid and other current assets |
|
|
(2,307 |
) |
|
|
(320 |
) |
|
Accounts payable, accrued and other liabilities |
|
|
110 |
|
|
|
(1,698 |
) |
|
Cash (used in) provided by operating activities |
|
|
(13,146 |
) |
|
|
7,600 |
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Purchase of Truweo assets |
|
|
— |
|
|
|
(14,032 |
) |
|
Purchase of fixed assets |
|
|
(48 |
) |
|
|
(33 |
) |
|
Purchase of Aussie Health Co. assets |
|
|
(1,105 |
) |
|
|
— |
|
|
Proceeds on sale of fixed assets |
|
|
6 |
|
|
|
— |
|
|
Cash used in investing activities |
|
|
(1,147 |
) |
|
|
(14,065 |
) |
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
2 |
|
|
|
12 |
|
|
Proceeds from initial public offering, net of issuance costs |
|
|
30,554 |
|
|
|
— |
|
|
Proceeds from issuance of common stock from follow-on public offering, net of issuance costs |
|
|
— |
|
|
|
23,416 |
|
|
Repayment of note payable related to Aussie Health acquisition |
|
|
— |
|
|
|
(207 |
) |
|
Taxes paid related to net settlement upon vesting of restricted common stock |
|
|
— |
|
|
|
(112 |
) |
|
Borrowings from Mid Cap credit facility |
|
|
69,740 |
|
|
|
99,508 |
|
|
Repayments from Mid Cap credit facility |
|
|
(71,082 |
) |
|
|
(108,278 |
) |
|
Repayments from Horizon term loan |
|
|
— |
|
|
|
(1,000 |
) |
|
Debt issuance costs from Mid Cap credit facility |
|
|
(581 |
) |
|
|
— |
|
|
Debt issuance costs from Horizon term loan |
|
|
(900 |
) |
|
|
— |
|
|
Deferred offering costs |
|
|
— |
|
|
|
(139 |
) |
|
Insurance obligation payments |
|
|
(1,818 |
) |
|
|
(2,357 |
) |
|
Insurance financing proceeds |
|
|
3,833 |
|
|
|
2,660 |
|
|
Capital lease obligation payments |
|
|
(42 |
) |
|
|
(4 |
) |
|
Cash provided by financing activities |
|
|
29,706 |
|
|
|
13,499 |
|
|
EFFECT OF EXCHANGE RATE ON CASH |
|
|
1 |
|
|
|||