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RELATED PARTY TRANSACTIONS | 3 Months Ended
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Mar. 31, 2023
Related Party Transactions [Abstract] |
RELATED PARTY TRANSACTIONS | 13. RELATED PARTY TRANSACTIONS Transactions with Pepsi As further described in Note 14. Mezzanine Equity, on August 1, 2022, the Company issued approximately 1.5 million 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, on the date of issuance. Also, as discussed in 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 year ended 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. The following transactions were recognized in the Company’s financial statements: • Net sales to Pepsi amounted to $156.5 million for three months ended March 31, 2023 and are included in revenue on the accompanying consolidated statements of operations and comprehensive income. • Estimated promotional allowance related to Pepsi was $32.8 million at March 31, 2023 and is included in accrued promotional allowance in the Company's consolidated balance sheets. • Accounts receivable due from Pepsi on March 31, 2023 and December 31, 2022, were $127.9 million and $31.6 million, respectively, and are included in accounts receivable, net on the Company’s consolidated balance sheets. • Pepsi paid the Company $227.8 million in cash under the Transition Agreement, during the year ended 2022. This amount was used to pay termination fees owed by the Company to terminated distributors. The Company has recorded deferred revenues of $184.8 million, which is presented net of $2.4 million of revenue recognized at March 31, 2023, and a liability payable, "due to Pepsi" of $37.0 million, and deferred revenues of $189.5 million, net of $4.2 million of revenue recognized at December 31, 2022, and a liability payable due to Pepsi of $34.8 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 sheets as of March 31, 2023 and December 31, 2022. • 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. Mezzanine Equity for more information. • The Company 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 $258.9 million and $14.1 million and $262.5 million are presented in deferred other costs-current and deferred other costs-non-current, respectively, as of March 31, 2023 and December 31, 2022 in the consolidated balance sheets. Accumulated amortization accounted for $9.5 million at March 31, 2023 as an offset of revenue in the consolidated statements of operations and comprehensive income. No accumulated amortization was recognized during the three months ended March 31, 2022 related to the Series A Preferred Stock. See Notes 1. Organization and Description of Business, 2. Basis of Presentation and Summary of Significant Accounting Policies, 11. Accounts Payable and Accrued Expenses, and 14. Mezzanine Equity for more information. Related Party Leases The Company’s office is leased from a company affiliated with CD Financial, LLC which is controlled by one of our major stockholders. The lease extends until December 2024 with a monthly rent of $35 thousand.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI https://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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