RELATED PARTY TRANSACTIONS	9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	13. RELATED PARTY TRANSACTIONS Transactions with PepsiCo Inc. As further described in Note 14 Mezzanine Equity, on August 1, 2022, the Company issued 1,466,666 shares of non-voting Series A Convertible Preferred stock (“Series A”) to Pepsi. On an as-converted basis the Series A held by Pepsi accounts for approximately 8.5% of the Company’s outstanding Common Stock, both on the date of issuance and as of September 30, 2022. Also, as discussed Note 14, the Securities Purchase Agreement entered into on August 1, 2022 (the Purchase Agreement”) granted Pepsi the right to designate a nominee for election to the Company’s nine-member board of directors, so long as Pepsi meets certain ownership requirements with respect to the Company’s stock. During the quarter ended September 30, 2022, a Pepsi executive was nominated by Pepsi and elected to the Company’s board of directors. Based on Pepsi’s contractual representation rights for a seat on the Company’s Board of Directors, the Company has concluded that Pepsi represents a related party to the Company. As of September 30, 2022, the following transactions were recognized in the Company’s financial statements: • Net sales to Pepsi amounted to $58.8 million for the three and nine months ended September 30, 2022 and are included in revenue on the accompanying consolidated statement of operations. • Accounts receivable due from Pepsi on September 30, 2022, were $72.3 million and are included in accounts receivable, net on the Company’s consolidated balance sheet. Pepsi paid the Company $174.7 million in cash in the third quarter under the Transition Agreement. This amount was used to pay termination fees owed by the Company to terminated distributors. The Company has recorded deferred revenues of $154.1 million, which is presented net of $1.3 million of revenue recognized at September 30, 2022, and a liability payable due to Pepsi of $19.3 million, representing refund liabilities owed to Pepsi under the Transition Agreement which are included in accounts payable and accrued expenses on the accompanying consolidated balance sheet as of September 30, 2022. The $19.3 million represents the excess of payments received from Pepsi less amounts paid and expected to be paid to terminated distributors. • The issuance of Series A to Pepsi was recorded at fair value, determined to be $832.5 million, on August 1, 2022. Cash proceeds from the issuance of Series A received from Pepsi were $550 million. See Note 14 for more information. • The Company has recorded a $282.5 million asset as Deferred Other Costs, representing the excess of the $832.5 million fair value of the Series A Preferred Stock over the issuance proceeds of $550 million. Amounts representing the unamortized deferred other costs of $14.1 million and $266 million are presented in deferred other costs-current and deferred other costs-non-current, respectively, net of $2.4 million of accumulated amortization in the accompanying consolidated balance sheet on September 30, 2022. See Notes 1. Organization and Description of Business, 2. Basis of Presentation Significant Accounting Policies, 11. Accounts Payable and Accrued Expenses, and 14. Mezzanine Equity for more information. Related Party Leases The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major shareholders. The current lease expires on December 2024 with monthly base rent of approximately $35 thousand, which is included in general and administrative on the accompanying consolidated statement of operations and in the operating leases in consolidated balance sheet.

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

13.

RELATED PARTY TRANSACTIONS

Transactions with PepsiCo Inc.

As further described in Note 14 Mezzanine Equity, on August 1, 2022, the Company issued 1,466,666 shares of non-voting Series A Convertible Preferred stock (“Series A”) to Pepsi. On an as-converted basis the Series A held by Pepsi accounts for approximately 8.5% of the Company’s outstanding Common Stock, both on the date of issuance and as of September 30, 2022. Also, as discussed Note 14, the Securities Purchase Agreement entered into on August 1, 2022 (the Purchase Agreement”) granted Pepsi the right to designate a nominee for election to the Company’s nine-member board of directors, so long as Pepsi meets certain ownership requirements with respect to the Company’s stock. During the quarter ended September 30, 2022, a Pepsi executive was nominated by Pepsi and elected to the Company’s board of directors.

Based on Pepsi’s contractual representation rights for a seat on the Company’s Board of Directors, the Company has concluded that Pepsi represents a related party to the Company. As of September 30, 2022, the following transactions were recognized in the Company’s financial statements:

•

Net sales to Pepsi amounted to $58.8 million for the three and nine months ended September 30, 2022 and are included in revenue on the accompanying consolidated statement of operations.

•

Accounts receivable due from Pepsi on September 30, 2022, were $72.3 million and are included in accounts receivable, net on the Company’s consolidated balance sheet. Pepsi paid the Company $174.7 million in cash in the third quarter under the Transition Agreement. This amount was used to pay termination fees owed by the Company to terminated distributors. The Company has recorded deferred revenues of $154.1 million, which is presented net of $1.3 million of revenue recognized at September 30, 2022, and a liability payable due to Pepsi of $19.3 million, representing refund liabilities owed to Pepsi under the Transition Agreement which are included in accounts payable and accrued expenses on the accompanying consolidated balance sheet as of September 30, 2022. The $19.3 million represents the excess of payments received from Pepsi less amounts paid and expected to be paid to terminated distributors.

•

The issuance of Series A to Pepsi was recorded at fair value, determined to be $832.5 million, on August 1, 2022. Cash proceeds from the issuance of Series A received from Pepsi were $550 million. See Note 14 for more information.

•

The Company has recorded a $282.5 million asset as Deferred Other Costs, representing the excess of the $832.5 million fair value of the Series A Preferred Stock over the issuance proceeds of $550 million. Amounts representing the unamortized deferred other costs of $14.1 million and $266 million are presented in deferred other costs-current and deferred other costs-non-current, respectively, net of $2.4 million of accumulated amortization in the accompanying consolidated balance sheet on September 30, 2022.

See Notes 1. Organization and Description of Business, 2. Basis of Presentation Significant Accounting Policies, 11. Accounts Payable and Accrued Expenses, and 14. Mezzanine Equity for more information.

Related Party Leases

The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major shareholders. The current lease expires on December 2024 with monthly base rent of approximately $35 thousand, which is included in general and administrative on the accompanying consolidated statement of operations and in the operating leases in consolidated balance sheet.