0001757715false00017577152023-08-082023-08-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2023

Aterian, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

001-38937

83-1739858

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Aterian, Inc.
350 Springfield Avenue, Suite 200
Summit, New Jersey 07901

(Address of Principal Executive Offices)(Zip Code)

(347) 676-1681
(Registrant’s telephone number, including area code)

N/A

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

ATER

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

 

 

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On August 8, 2023, Aterian, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number

Description

99.1

Press Release issued by Aterian, Inc., dated August 8, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL)

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ATERIAN, INC.

 

 

 

 

Date: August 8, 2023

By:

/s/ Joseph A. Risico

Name: Joseph A. Risico

Title: Co-Chief Executive Officer

 

 

 


img100432197_0.jpg Exhibit 99.1

 

Aterian Reports Second Quarter 2023 Results

 

Reports Second Quarter 2023 Net Revenue of $35.3 Million

 

NEW YORK, August 8, 2023 – Aterian, Inc. (Nasdaq: ATER) (“Aterian” or the “Company”) today announced results for the second quarter ended June 30, 2023.

 

Second Quarter Highlights

 

Second quarter 2023 net revenue declined 39.5% to $35.3 million, compared to $58.3 million in the second quarter of 2022.
Second quarter 2023 gross margin declined to 42.2%, compared to 53.8% in the second quarter of 2022, primarily reflecting the impact of our strategy of liquidating high-cost inventory.
Second quarter 2023 contribution margin declined to (3.6)% from 9.7% in the second quarter of 2022, primarily reflecting consumer softness and higher competitive pricing pressure in cooling and air quality product categories and an increased inventory obsolescence reserve.
Second quarter 2023 operating loss of ($36.4) million increased compared to a loss of ($10.1) million in the second quarter of 2022. Second quarter 2023 operating loss includes ($3.2) million of non-cash stock compensation, a non-cash loss on impairment of intangibles of ($22.8) million, and restructuring costs of $(1.2) million, while second quarter 2022 operating loss included a gain of $1.7 million from the change in fair value of earn-out liabilities and ($6.0) million of non-cash stock compensation.
Second quarter 2023 net loss of ($34.8) million increased from ($6.3) million loss in the second quarter of 2022. Second quarter 2023 net loss includes ($3.2) million of non-cash stock compensation, a non-cash loss on impairment of intangibles of ($22.8) million, restructuring costs of ($1.2) million, and a gain on fair value of warrant liability of $2.2 million, while second quarter 2022 net loss included ($6.0) million in net charges from the changes in fair value of warrants, ($6.0) million of non-cash stock compensation and a gain of $1.7 million from the net change in fair value of earn-out liabilities.
Second quarter 2023 adjusted EBITDA loss of ($8.0) million increased from ($3.7) million in the second quarter of 2022.
Total cash balance at June 30, 2023 was $28.9 million.

 

Third Quarter 2023 Outlook

 

For the third quarter, taking into account the current global environment and inflation, we believe that net revenue will be between $32.5 million and $37.5 million and expect an adjusted EBITDA loss of between ($4.5) million to ($5.5) million.

 

The Company’s third quarter 2023 guidance is based on a number of assumptions that are subject to change, many of which are outside the Company’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

 

Non-GAAP Financial Measures

 

For more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, please see the “Non-GAAP Financial Measures” section below. The most directly comparable GAAP financial measure for EBITDA and adjusted EBITDA is net loss and we expect to report a net loss for the three months ending September 30, 2023, due primarily to our operating losses, which includes stock-based compensation expense, and interest expense. We are unable to reconcile the forward-looking statements of EBITDA and adjusted EBITDA in this press release to their nearest GAAP measures because the nearest GAAP financial measures are not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort.

 

Webcast and Conference Call Information

 

Aterian will host a live conference call to discuss financial results today, August 8, 2023, at 5:00 p.m. Eastern Time, which will be accessible by telephone and the internet. To access the call, participants from within the U.S. should dial (833) 636-1351 and participants from outside the U.S. should dial (412) 902-4267 and ask to be joined into the Aterian, Inc. call. Participants may also access the call through a live webcast at https://ir.aterian.io. The archived online replay will be available for a limited time after the call in the Investors Relations section of the Aterian website.

 


 

About Aterian, Inc.

 

Aterian, Inc. (Nasdaq: ATER) is a leading technology-enabled consumer product company that builds, acquires, and partners with leading e-commerce brands by harnessing proprietary software and an agile supply chain to create top selling consumer products. The Company’s cloud-based platform, Artificial Intelligence Marketplace Ecommerce Engine (AIMEE™), leverages machine learning, natural language processing and data analytics to streamline the management of products at scale across the world's largest online marketplaces with a focus on Amazon, Shopify and Walmart. Aterian owns and operates a number of brands and sells its products in multiple categories, including home and kitchen appliances, health and wellness, beauty and consumer electronics.

 

Forward Looking Statements

 

All statements other than statements of historical facts included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements regarding our projected third quarter revenue and adjusted EBITDA, the current global environment and inflation. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to, those related to our ability to continue as a going concern, our ability to meet financial covenants with our lenders, our ability to create operating leverage and efficiency when integrating companies that we acquire, including through the use of our team’s expertise, the economies of scale of our supply chain and automation driven by our platform; those related to our ability to grow internationally and through the launch of products under our brands and the acquisition of additional brands; those related to consumer demand, our cash flows, financial condition, forecasting and revenue growth rate; our supply chain including sourcing, manufacturing, warehousing and fulfillment; our ability to manage expenses, working capital and capital expenditures efficiently; our business model and our technology platform; our ability to disrupt the consumer products industry; our ability to maintain and to grow market share in existing and new product categories; our ability to continue to profitably sell the SKUs we operate; our ability to generate profitability and stockholder value; international tariffs and trade measures; inventory management, product liability claims, recalls or other safety and regulatory concerns; reliance on third party online marketplaces; seasonal and quarterly variations in our revenue; acquisitions of other companies and technologies and our ability to integrate such companies and technologies with our business; our ability to continue to access debt and equity capital (including on terms advantageous to the Company) and the extent of our leverage; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), all of which you may obtain for free on the SEC’s website at www.sec.gov.

 

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

Investor Contact:

 

Ilya Grozovsky

Director of Investor Relations & Corp. Development

Aterian, Inc.

ilya@aterian.io

917-905-1699

aterian.io

 

 


ATERIAN, INC.

Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

December 31,

2022

 

June 30,

2023

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash

 

$ 43,574

 

$ 28,867

Accounts receivable, net

 

4,515

 

4,782

Inventory

 

43,666

 

36,683

Prepaid and other current assets

 

8,261

 

5,326

Total current assets

 

100,016

 

75,658

Property and equipment, net

 

853

 

839

Other intangibles, net

 

54,757

 

12,429

Other non-current assets

 

813

 

543

Total assets

 

$ 156,439

 

$ 89,469

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

Current Liabilities:

 

 

 

 

Credit facility

 

$ 21,053

 

$ 15,748

Accounts payable

 

16,035

 

11,821

Seller notes

 

1,693

 

1,206

Accrued and other current liabilities

 

14,254

 

11,978

Total current liabilities

 

53,035

 

40,753

Other liabilities

 

1,452

 

1,556

Total liabilities

 

54,487

 

42,309

Commitments and contingencies (Note 9)

 

 

 

 

Stockholders' equity:

 

 

 

 

Common stock, $0.0001 par value, 500,000,000 shares authorized and 80,752,290 and 88,014,844 shares outstanding at December 31, 2022 and June 30, 2023, respectively

 

8

 

9

Additional paid-in capital

 

728,339

 

733,878

Accumulated deficit

 

(625,251)

 

(685,838)

Accumulated other comprehensive loss

 

(1,144)

 

(889)

Total stockholders’ equity

 

101,952

 

47,160

Total liabilities and stockholders' equity

 

$ 156,439

 

$ 89,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ATERIAN, INC.

Consolidated Statements of Operations

(in thousands, except share and per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2022

 

2023

 

2022

 

2023

Net revenue

 

$ 58,268

 

$ 35,264

 

$ 99,941

 

$ 70,143

Cost of good sold

 

26,917

 

20,368

 

44,982

 

36,151

Gross profit

 

31,351

 

14,896

 

54,959

 

33,992

Operating expenses:

 

 

 

 

 

 

 

 

Sales and distribution

 

31,866

 

20,557

 

54,840

 

40,783

Research and development

 

1,730

 

1,709

 

2,877

 

2,956

General and administrative

 

9,571

 

6,281

 

19,112

 

12,240

Impairment loss on goodwill

 

 

 

29,020

 

Impairment loss on intangibles

 

 

22,785

 

 

39,445

Change in fair value of contingent earn-out liabilities

 

(1,691)

 

 

(4,466)

 

Total operating expenses

 

41,476

 

51,332

 

101,383

 

95,424

Operating loss

 

(10,125)

 

(36,436)

 

(46,424)

 

(61,432)

Interest expense, net

 

338

 

346

 

1,138

 

717

Gain on extinguishment of seller note

 

 

 

(2,012)

 

Loss on initial issuance of equity

 

 

 

5,835

 

Change in fair value of warrant liability

 

6,014

 

(2,197)

 

7,893

 

(1,843)

Other (income) expense, net

 

 

176

 

(25)

 

229

Loss before income taxes

 

(16,477)

 

(34,761)

 

(59,253)

 

 (60,535)

Provision (benefit) for income taxes

 

(168)

 

26

 

(168)

 

52

Net loss

 

$ (16,309)

 

$ (34,787)

 

$ (59,085)

 

$ (60,587)

Net loss per share, basic and diluted

 

$ (0.26)

 

$ (0.45)

 

$ (0.94)

 

$ (0.78)

Weighted-average number of shares outstanding, basic and diluted

 

63,947,069

 

77,625,304

 

62,749,520

 

77,181,388

 

 

 

 

 

 

 

 

 

 

 

 


ATERIAN, INC.

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Six Months Ended June 30,

 

 

2022

 

2023

OPERATING ACTIVITIES:

 

 

 

 

Net loss

 

$ (59,085)

 

$ (60,587)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

Depreciation and amortization

 

3,894

 

2,964

Provision for sales returns

 

226

 

(170)

Amortization of deferred financing cost and debt discounts

 

213

 

213

Stock-based compensation

 

8,913

 

5,539

Gain from decrease of contingent earn-out liability fair value

 

(4,466)

 

Change in inventory provisions

 

 

262

Loss in connection with the change in warrant fair value

 

7,893

 

(1,843)

Gain in connection with settlement of note payable

 

(2,012)

 

Loss on initial issuance of equity

 

5,835

 

Impairment loss on goodwill

 

29,020

 

Impairment loss on intangibles

 

 

39,445

Allowance for doubtful accounts and other

 

127

 

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

 

3,304

 

(267)

Inventory

 

(13,071)

 

6,721

Prepaid and other current assets

 

2,108

 

2,469

Accounts payable, accrued and other liabilities

 

(5,010)

 

(3,603)

Cash used in operating activities

 

(22,111)

 

(8,857)

INVESTING ACTIVITIES:

 

 

 

 

Purchase of fixed assets

 

(16)

 

(66)

Purchase of Step and Go assets

 

 

(125)

Cash used in investing activities

 

(16)

 

(191)

FINANCING ACTIVITIES:

 

 

 

 

Proceeds from equity offering, net of issuance costs

 

27,007

 

Repayments on note payable to Smash

 

(1,778)

 

(501)

Payment of Squatty Potty earn-out

 

(3,983)

 

Borrowings from MidCap credit facilities

 

71,914

 

38,060

Repayments for MidCap credit facilities

 

(70,972)

 

(43,572)

Insurance obligation payments

 

(719)

 

(534)

Cash provided (used) by financing activities

 

21,469

 

(6,547)

Foreign currency effect on cash, cash equivalents, and restricted cash

 

(602)

 

255

Net change in cash and restricted cash for the year

 

(1,260)

 

(15,340)

Cash and restricted cash at beginning of year

 

38,315

 

46,629

Cash and restricted cash at end of year

 

$ 37,055

 

$ 31,289

RECONCILIATION OF CASH AND RESTRICTED CASH:

 

 

 

 

Cash

 

34,781

 

28,867

 


Restricted Cash—Prepaid and other current assets

 

2,145

 

2,293

Restricted cash—Other non-current assets

 

129

 

129

TOTAL CASH AND RESTRICTED CASH

 

$ 37,055

 

$ 31,289

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

Cash paid for interest

 

$ 828

 

$ 1,038

Cash paid for taxes

 

$ 58

 

$ 80

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

Non-cash consideration paid to contractors

 

$ 1,137

 

$ 321

Fair value of warrants issued in connection with equity offering

 

$ 18,982

 

$ —

Issuance of common stock related to exercise of warrants

 

$ 767

 

$ —

Exercise of prefunded warrants

 

$ 15,039

 

$ —

 

Non-GAAP Financial Measures

We believe that our financial statements and the other financial data included in this Quarterly Report have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the U.S. (“GAAP”). However, for the reasons discussed below, we have presented certain non-GAAP measures herein.

We have presented the following non-GAAP measures to assist investors in understanding our core net operating results on an on-going basis: (i) Contribution Margin; (ii) Contribution margin as a percentage of net revenue; (iii) EBITDA (iv) Adjusted EBITDA; and (v) Adjusted EBITDA as a percentage of net revenue. These non-GAAP financial measures may also assist investors in making comparisons of our core operating results with those of other companies.

As used herein, Contribution margin represents gross profit less e-commerce platform commissions, online advertising, selling and logistics expenses (included in sales and distribution expenses). As used herein, Contribution margin as a percentage of net revenue represents Contribution margin divided by net revenue. As used herein, EBITDA represents net loss plus depreciation and amortization, interest expense, net and provision for income taxes. As used herein, Adjusted EBITDA represents EBITDA plus stock-based compensation expense, changes in fair-market value of earn-outs, profit and loss impacts from the issuance of common stock and/or warrants, changes in fair-market value of warrant liability, litigation settlements, impairment on goodwill and intangibles, gain from extinguishment of debt, restructuring expenses and other expenses, net. As used herein, Adjusted EBITDA as a percentage of net revenue represents Adjusted EBITDA divided by net revenue. Contribution margin, EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to loss from operations or net loss, as determined under GAAP.

We present Contribution margin and Contribution margin as a percentage of net revenue, as we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to gross profit, provides useful supplemental information for investors. Specifically, Contribution margin and Contribution margin as a Non-GAAP Financial Measure percentage of net revenue are two of our key metrics in running our business. All product decisions made by us, from the approval of launching a new product and to the liquidation of a product at the end of its life cycle, are measured primarily from Contribution margin and/or Contribution margin as a percentage of net revenue. Further, we believe these measures provide improved transparency to our stockholders to determine the performance of our products prior to fixed costs as opposed to referencing gross profit alone.

In the reconciliation to calculate contribution margin, we add e-commerce platform commissions, online advertising, selling and logistics expenses (“sales and distribution variable expense”) to gross profit to inform users of our financial statements of what our product profitability is at each period prior to fixed costs (such as sales and distribution expenses such as salaries as well as research and development expenses and general administrative expenses). By excluding these fixed costs, we believe this allows users of our financial statements to understand our products performance and allows them to measure our products performance over time.

 


We present EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue because we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to net loss, provide useful supplemental information for investors. We use these measures with financial measures prepared in accordance with GAAP, such as sales and gross margins, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue are useful to investors in assessing the operating performance of our business without the effect of non-cash items.

Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue should not be considered in isolation or as alternatives to net loss, loss from operations or any other measure of financial performance calculated and prescribed in accordance with GAAP. Neither EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue may not be comparable to similar titled measures in other organizations because other organizations may not calculate Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue in the same manner as we do. Our presentation of Contribution margin and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from such terms or by unusual or non-recurring items.

We recognize that EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue, have limitations as analytical financial measures. For example, neither EBITDA nor Adjusted EBITDA reflects:

• our capital expenditures or future requirements for capital expenditures or mergers and acquisitions;

• the interest expense or the cash requirements necessary to service interest expense or principal payments, associated with indebtedness;

• depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, or any cash requirements for the replacement of assets;

• changes in cash requirements for our working capital needs; or

• changes in fair value of contingent earn-out liabilities, warrant liabilities, and amortization of inventory step-up from acquisitions (included in cost of goods sold).

Additionally, Adjusted EBITDA excludes non-cash expense for stock-based compensation, which is and is expected to remain a key element of our overall long-term incentive compensation package.

We also recognize that Contribution margin and Contribution margin as a percentage of net revenue have limitations as analytical financial measures. For example, Contribution margin does not reflect:

• general and administrative expense necessary to operate our business; •research and development expenses necessary for the development, operation and support of our software platform;

• the fixed costs portion of our sales and distribution expenses including stock-based compensation expense; or

• changes in fair value of contingent earn-out liabilities, warrant liabilities, and amortization of inventory step-up from acquisitions (included in cost of goods sold).

 

 


Contribution Margin

The following table provides a reconciliation of Contribution margin to gross profit and Contribution margin as a percentage of net revenue to gross profit as a percentage of net revenue, which are the most directly comparable financial measures presented in accordance with GAAP:

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2022

 

2023

 

2022

 

2023

 

 

(in thousands, except percentages)

 

Gross Profit

$ 31,351

 

$ 14,896

 

$ 54,959

 

$ 33,992

 

Less:

 

 

 

 

 

 

 

 

E-commerce platform commissions, online advertising, selling and logistics expenses

(25,703)

 

(16,164)

 

(45,479)

 

(33,193)

 

Contribution margin

$ 5,648

 

$ (1,268)

 

$ 9,480

 

$ 799

 

Gross Profit as a percentage of net revenue

53.8

%

42.2

%

55.0

%

48.5

%

Contribution margin as a percentage of net revenue

9.7

%

(3.6)

%

9.5

%

1.1

%

Adjusted EBITDA

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss, which is the most directly comparable financial measure presented in accordance with GAAP:

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2022

 

2023

 

2022

 

2023

 

 

(in thousands, except percentages)

 

Net loss

$ (16,309)

 

$ (34,787)

 

$ (59,085)

 

$ (60,587)

 

Add:

 

 

 

 

 

 

 

 

Provision (benefit) for income taxes

(168)

 

26

 

(168)

 

52

 

Interest expense, net

338

 

346

 

1,138

 

717

 

Depreciation and amortization

2,048

 

1,202

 

3,894

 

2,964

 

EBITDA

(14,091)

 

(33,213)

 

(54,221)

 

(56,854)

 

Other (income) expense, net

 

176

 

(25)

 

229

 

Change in fair value of contingent earn-out liabilities

(1,691)

 

 

(4,466)

 

 

Impairment loss on goodwill

 

 

29,020

 

 

Impairment loss on intangibles

 

22,785

 

 

39,445

 

Gain on extinguishment of seller note

 

 

(2,012)

 

 

Change in fair market value of warrant liability

6,014

 

(2,197)

 

7,893

 

(1,843)

 

Loss on original issuance of equity

 

 

5,835

 

 

Litigation reserve

 

 

800

 

 

Restructuring expense

 

1,216

 

 

1,216

 

Stock-based compensation expense

6,048

 

3,223

 

8,913

 

5,539

 

Adjusted EBITDA

$ (3,720)

 

$ (8,010)

 

$ (8,263)

 

$ (12,268)

 

Net loss as a percentage of net revenue

(28.0)

%

(98.6)

%

(59.1)

%

(86.4)

%

Adjusted EBITDA as a percentage of net revenue

(6.4)

%

(22.7)

%

(8.3)

%

(17.5)

%

 

Each of our products typically goes through the Launch phase and depending on its level of success is moved to one of the other phases as further described below:

 


 

i. Launch phase: During this phase, we leverage our technology to target opportunities identified using AIMEE (Artificial Intelligence Marketplace e-Commerce Engine) and other sources. This phase also includes revenue from new product variations and relaunches. During this period of time, due to the combination of discounts and investment in marketing, our net margin for a product could be as low as approximately negative 35%. Net margin is calculated by taking net revenue less the cost of goods sold, less fulfillment, online advertising and selling expenses. These primarily reflect the estimated variable costs related to the sale of a product.

 

ii Sustain phase: Our goal is for every product we launch to enter the sustain phase and become profitable, with a target of positive 15% net margin for most products, within approximately three months of launch on average. Net margin primarily reflects a combination of manual and automated adjustments in price and marketing spend.

 

iii. Liquidate phase: If a product does not enter the sustain phase or if the customer satisfaction of the product (i.e., ratings) is not satisfactory, then it will go to the liquidate phase and we will sell through the remaining inventory. Products can also be liquidated as part of inventory normalization especially when steep discounts are required.

 

The following tables break out our second quarter of 2022 and 2023 results of operations by our product phases (in thousands):

 

 

 

 

 

 

Three months ended June 30, 2022

 

 

 

 

 

 

Sustain

 

Launch

 

Liquidation/ Other

 

Fixed Costs

 

Stock Based Compensation

 

Total

Net revenue

 

$ 54,080

 

$ 1,342

 

$ 2,846

 

$ —

 

$ —

 

$ 58,268

Cost of goods sold

 

24,259

 

742

 

1,916

 

 

 

26,917

Gross profit

 

29,821

 

600

 

930

 

 

 

31,351

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and distribution expenses

 

22,635

 

632

 

2,435

 

3,281

 

2,883

 

31,866

Research and development

 

 

 

 

1,097

 

633

 

1,730

General and administrative

 

 

 

 

7,038

 

2,533

 

9,571

Change in earn-out liability

 

 

 

 

(1,691)

 

 

(1,691)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2023

 

 

 

 

 

 

Sustain

 

Launch

 

Liquidation/ Other

 

Fixed Costs

 

Stock Based Compensation

 

Total

Net revenue

 

$ 30,985

 

$ 42

 

$ 4,237

 

$ —

 

$ —

 

$ 35,264

Cost of goods sold

 

16,505

 

20

 

3,843

 

 

 

20,368

Gross profit

 

14,480

 

22

 

394

 

 

 

14,896

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and distribution expenses

 

13,841

 

33

 

2,290

 

3,302

 

1,091

 

20,557

Research and development

 

 

 

 

1,286

 

423

 

1,709

General and administrative

 

 

 

 

4,572

 

1,709

 

6,281

Impairment loss on intangibles

 

 

 

 

22,785

 

 

22,785

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2022

 

 

 

 

 


 

 

Sustain

 

Launch

 

Liquidation/ Other

 

Fixed Costs

 

Stock Based Compensation

 

Total

Net revenue

 

$ 92,044

 

$ 2,179

 

$ 5,718

 

$ —

 

$ —

 

$ 99,941

Cost of goods sold

 

40,008

 

1,153

 

3,821

 

 

 

44,982

Gross profit

 

52,036

 

1,026

 

1,897

 

 

 

54,959

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and distribution expenses

 

40,114

 

1,167

 

4,197

 

6,133

 

3,229

 

54,840

Research and development

 

 

 

 

1,970

 

907

 

2,877

General and administrative

 

 

 

 

14,335

 

4,777

 

19,112

Impairment loss on goodwill

 

 

 

 

29,020

 

 

29,020

Change in earn-out liability

 

 

 

 

(4,466)

 

 

(4,466)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2023

 

 

 

 

 

 

Sustain

 

Launch

 

Liquidation/ Other

 

Fixed Costs

 

Stock Based Compensation

 

Total

Net revenue

 

$ 59,616

 

$ 200

 

$ 10,327

 

$ —

 

$ —

 

$ 70,143

Cost of goods sold

 

28,183

 

111

 

7,857

 

 

 

36,151

Gross profit

 

31,433

 

89

 

2,470

 

 

 

33,992

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and distribution expenses

 

27,194

 

152

 

5,847

 

5,829

 

1,761

 

40,783

Research and development

 

 

 

 

2,099

 

857

 

2,956

General and administrative

 

 

 

 

9,319

 

2,921

 

12,240

Impairment loss on intangibles

 

 

 

 

39,445

 

 

39,445

 


v3.23.2
Document and Entity Information
Aug. 08, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001757715
Document Type 8-K
Document Period End Date Aug. 08, 2023
Entity Registrant Name Aterian, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-38937
Entity Tax Identification Number 83-1739858
Entity Address, Address Line One Aterian, Inc.
Entity Address, Address Line Two 350 Springfield Avenue, Suite 200
Entity Address, City or Town Summit
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07901
City Area Code (347)
Local Phone Number 676-1681
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value
Trading Symbol ATER
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false

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