UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 June 30, 2020
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to
 
Commission File Number: 333-161943

Better Choice Company Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
83-4284557          
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

164 Douglas Road East
Oldsmar, Florida 34677
(Address of Principal Executive Offices) (Zip Code)


 
(Registrant’s Telephone Number, Including Area Code): (813) 659-5921
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class Trading Symbol(s)
Name of Each Exchange on which Registered
N/A N/A N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☒
 
*(As a voluntary filer, the registrant has not been subject to the filing requirements of Section 13 or 15(d) of the Exchange Act for the past 90 days. The registrant has filed all reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months).
 
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 checkmark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, a 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 ☒   
Emerging growth company ☐

If an emerging growth company, indicate by a 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 a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
 
The number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date was: 48,939,708 shares of $0.001 par value common stock outstanding as of August 12, 2020.



Better Choice Company Inc.
TABLE OF CONTENTS

Item

Page
 
PART I – FINANCIAL INFORMATION
 
1.
Financial Statements 4
 
4
 
5
 
6
 
7
 
8
 
Notes to the Condensed Consolidated Financial Statements
10
2.
30
3.
38
4.
38
     
 
PART II – OTHER INFORMATION

   
1.
39
1A.
Risk Factors 39
2.
39
3.
39
4.
39
5.
39
6.
39
  44
 
2

Table of Contents
PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This Quarterly Report on Form 10-Q (“Quarterly Report”) is filed by Better Choice Company Inc. (“Better Choice Company” or the “Company”) and as discussed in more detail in our Annual Report on Form 10-K, filed on May 1, 2020, the Company completed its acquisitions (the “May Acquisitions”) of TruPet LLC (“TruPet”) and Bona Vida, Inc. (“Bona Vida”). The acquisition of TruPet is treated as a reverse merger with TruPet determined to be the accounting acquirer of the Company. As such, the historical financial statements of the registrant prior to the May Acquisitions are those of TruPet and TruPet’s equity has been re-cast to reflect shares of Better Choice Company common stock received in the acquisitions. The acquisition of Better Choice Company and Bona Vida were treated as asset acquisitions. On December 19, 2019, Better Choice Company acquired (the “Halo Acquisition”, and together with the May Acquisitions, the “Acquisitions”) 100% of the issued and outstanding capital stock of Halo, Purely for Pets, Inc. (“Halo”). Unless otherwise stated or the context otherwise requires, the historical business information described in this Quarterly Report prior to consummation of the May Acquisitions is that of TruPet and, following consummation of the May Acquisitions through December 19, 2019, reflects business information of the Company, TruPet, and Bona Vida. From December 19, 2019 onward, the results of operations reflects business information of Better Choice Company and Halo as a combined business.
 
FORWARD-LOOKING STATEMENTS
 
This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report are “forward-looking statements” for purposes of federal and state securities laws, including statements regarding our expectations and projections regarding future developments, operations and financial conditions, and the anticipated impact of COVID-19 and our acquisitions, business strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,”or “continue,”or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties, and assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
 
These forward-looking statements present our estimates and assumptions only as of the date of this Quarterly Report. Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. You should, however, consult further disclosures we make in future filings and public disclosures, including without limitation, our Annual Report on Form 10-K, Transition Report on Form 10-KT, Quarterly Reports on Forms 10-Q, and Current Reports on Forms 8-K.

3

Table of Contents
PART I
 
ITEM 1.
FINANCIAL STATEMENTS

Better Choice Company Inc.
Condensed Consolidated Balance Sheets
As of June 30, 2020 and December 31, 2019
(Dollars in thousands, except share and per share amounts)
 
   
June 30, 2020
(unaudited)
    December 31, 2019  
Assets            
Current Assets            
Cash and cash equivalents  
$
3,462
   
$
2,361
 
Restricted cash   
   
25
      173  
Accounts receivable, net
    4,203       5,824  
Inventories, net
    5,420
      6,580  
Prepaid expenses and other current assets     3,317       2,641  
Total Current Assets 
    16,427
      17,579  
Property and equipment, net 
    321       417  
Right-of-use assets, operating leases
    801       951  
Intangible assets, net     13,878
      14,641  
Goodwill
    18,614
      18,614  
Other assets
   
687
     
1,330
 
Total Assets  
  $ 50,728    
$
53,532
 
                 
Liabilities & Stockholders’ Deficit                
Current Liabilities
               
Short term loan, net
  $ 18,157     $ 16,061  
Line of credit, net
    5,687
      4,819  
PPP loans
    333
      -  
Other liabilities
    209       500  
Accounts payable
    4,044       4,049  
Accrued liabilities
    4,731
      4,721  
Deferred revenue     354       311  
Operating lease liability, current portion
    341       345  
Warrant derivative liability 
    4,315
      2,220  
Total Current Liabilities
    38,171       33,026  
Noncurrent Liabilities
               
Notes payable, net    
17,594
      16,370  
PPP loans     519
      -  
Operating lease liability 
    492
      641  
Total Noncurrent Liabilities 
    18,605       17,011  
Total Liabilities     56,776      
50,037
 
Redeemable Series E Convertible Preferred Stock
               
Redeemable Series E preferred stock, $0.001 par value, 2,900,000 shares authorized, 1,387,378 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
   
10,566
     
10,566
 
Stockholders’ Deficit
               
Common stock, $0.001 par value, 88,000,000 shares authorized, 48,939,708 and 47,977,390 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
    49
      48
 
Additional paid-in capital
   
212,532
     
194,150
 
Accumulated deficit
   
(229,195
)
   
(201,269
)
Total Stockholders’ Deficit
   
(16,614
)
   
(7,071
)
Total Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit
 
$
50,728
   
$
53,532
 
 
See accompanying notes to the unaudited condensed consolidated financial statements.

4

Table of Contents
Better Choice Company Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(Dollars in thousands, except share and per share amounts)
 
    Six Months Ended June 30,    
Three Months Ended June 30,
 
    2020
    2019
    2020
    2019
 
                         
Net sales   $ 22,167     $ 7,635     $ 9,941     $ 4,084  
Cost of goods sold
    13,886       4,082       5,817       2,421  
Gross profit
   
8,281
     
3,553
     
4,124
     
1,663
 
Operating expenses:
                               
General and administrative
   
19,650
     
7,174
     
11,594
     
5,211
 
Share-based compensation
   
5,504
     
4,212
     
3,020
     
4,006
 
Sales and marketing
   
3,807
     
5,597
     
1,848
     
3,412
 
Customer service and warehousing
    352
     
551
      162       297  
Total operating expenses
    29,313      
17,534
      16,624      
12,926
 
Loss from operations
    (21,032 )    
(13,981
)
    (12,500 )    
(11,263
)
Other expense:
                               
Interest expense, net
   
4,731
      124       2,430      
62
 
Loss on acquisitions
   
-
      149,988       -      
149,988
 
Change in fair value of warrant derivative liability
    2,095
     
193
      3,474      
193
 
Total other expense, net
    6,826      
150,305
      5,904      
150,243
 
Net and comprehensive loss
    (27,858 )    
(164,286
)
    (18,404 )    
(161,506
)
Preferred dividends
    68       27       34
      27
 
Net and comprehensive loss available to common stockholders
    (27,926 )    
(164,313
)
    (18,438 )     (161,533 )
Weighted average number of shares outstanding, basic and diluted
   
48,733,052
     
21,202,188
      48,939,708
     
30,638,048
 
Loss per share, basic and diluted
  $ (0.57 )  
$
(7.75
)
  $
(0.38 )  
$
(5.27
)

See accompanying notes to the unaudited condensed consolidated financial statements.

5

Table of Contents
Better Choice Company Inc.
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2020
(unaudited)
(Dollars in thousands except shares)

    Common Stock                      
Redeemable Series E
Convertible Preferred Stock
 
    Shares     Amount    
Additional
Paid-In
Capital
   
Accumulated
Deficit
   
Total
Stockholders’
Deficit
   
Shares
   
Amount
 
Balance as of December 31, 2019
   
47,977,390
    $ 48    
$
194,150
   
$
(201,269
)
 
$
(7,071
)
   
1,387,378
   
$
10,566
 
Shares issued pursuant to a private placement
   
308,642
      -
     
500
     
-
     
500
     
-
     
-
 
Share-based compensation
   
455,956
      1      
2,484
     
-
     
2,485
     
-
     
-
 
Shares and warrants issued to third party for contract termination
   
72,720
      -
     
198
     
-
     
198
     
-
     
-
 
Shares issued to third parties for services
   
125,000
      -
     
125
     
-
     
125
     
-
     
-
 
Warrants issued to third parties for services
   
-
      -
     
2,594
     
-
     
2,594
     
-
     
-
 
Net and comprehensive loss available to common stockholders
   
-
      -
     
-
     
(9,488
)
   
(9,488
)
   
-
     
-
 
Balance as of March 31, 2020
   
48,939,708
    $ 49    
$
200,051
   
$
(210,757
)
 
$
(10,657
)
   
1,387,378
   
$
10,566
 
Warrants issued to third parties for services


-

 
-



7,390



-
 

7,390



-



-

Share-based compensation
   
-
      -
     
3,020
     
-
     
3,020
     
-
     
-
 
Warrants issued in connection with June 2020 Notes
   
-
      -
     
337
     
-
     
337
     
-
     
-
 
Beneficial conversion feature of June 2020 Notes
   
-
      -
     
1,163
     
-
     
1,163
     
-
     
-
 
Modification of conversion feature for November 2019 Notes, Seller Notes, and ABG Notes
   
-
      -
     
528
     
-
     
528
     
-
     
-
 
Modification of warrants
   
-
      -
     
43
     
-
     
43
     
-
     
-
 
Net and comprehensive loss available to common stockholders
   
-
      -
     
-
     
(18,438
)
   
(18,438
)
   
-
     
-
 
Balance as of June 30, 2020
   
48,939,708
    $ 49    
$
212,532
   
$
(229,195
)
 
$
(16,614
)
   
1,387,378
   
$
10,566
 

See accompanying notes to the unaudited condensed consolidated financial statements.

6

Better Choice Company Inc.
Condensed Consolidated Statements of Stockholders’ Deficit For the Six Months Ended June 30, 2019
(unaudited)
(Dollars in thousands except shares)

   
Common Stock
   
Series A
Preferred Units
                           
Redeemable Series E
Convertible Preferred
Stock
 
   
Shares
   
Amount
    Shares    
Amount
   
Additional
paid-in
capital
   
Accumulated
deficit
   
Total
Stockholders’
Deficit
    Shares    
Amount
 
Balance as of December 31, 2018
   
11,661,485
   
$
12
     
2,391,403
   
$
2
   
$
13,642
   
$
(16,698
)
 
$
(3,042
)
   
-
   
$
-
 
Shares issued pursuant to a private placement – net proceeds
   
-
     
-
     
69,115
     
-
     
150
     
-
     
150
                 
Share-based compensation
   
18,964
     
-
     
-
     
-
     
206
     
-
     
206
     
-
     
-
 
Net and comprehensive loss available to common stockholders
   
-
     
-
     
-
     
-
     
-
     
(2,776
)
   
(2,776
)
   
-
     
-
 
Balance as of March 31,2019
   
11,680,449
   
$
12
     
2,460,518
   
$
2
   
$
13,998
   
$
(19,474
)
 
$
(5,462
)
   
-
    $
-
 
Share-based compensation
   
1,199,822
     
2
     
-
     
-
     
4,006
     
-
     
4,008
     
-
     
-
 
Conversion of Series A shares to common stock
   
2,460,518
     
2
     
(2,460,518
)
   
(2
)
   
-
     
-
     
-
     
-
     
-
 
Acquisition of treasury shares
   
(1,011,748
)
   
(1
)
   
-
     
-
     
(2,199
)
   
-
     
(2,200
)
   
-
     
-
 
Acquisition of Better Choice
   
3,915,856
     
3
     
-
     
-
     
23,490
     
-
     
23,493
     
2,633,678
     
20,059
 
Acquisition of Bona Vida
   
18,003,273
     
18
     
-
     
-
     
108,002
     
-
     
108,020
     
-
     
-
 
Shares and warrants issued pursuant to private issuance of public equity (PIPE) – net proceeds
   
5,744,991
     
6
     
-
     
-
     
15,670
     
-
     
15,676
     
-
     
-
 
Conversion of Series E Preferred Stock
   
1,175,000
     
1
     
-
     
-
     
7,050
     
-
     
7,051
     
(925,758
)
   
(7,052
)
Net and comprehensive loss available to common stockholders
   
-
     
-
     
-
     
-
     
-
     
(161,533
)
   
(161,533
)
   
-
     
-
 
Balance as of June 30, 2019
   
43,168,161
   
$
43
     
-
   
$
-
   
$
170,017
   
$
(181,007
)
 
$
(10,947
)
   
1,707,920
   
$
13,007
 

See accompanying notes to the unaudited condensed consolidated financial statements.

Better Choice Company Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)

   
Six Months Ended June 30,
 
   
2020
   
2019
 
Cash Flow from Operating Activities:
               
Net and comprehensive loss available to common stockholders
 
$
(27,926
)
 
$
(164,313
)
Adjustments to reconcile net and comprehensive loss to net cash used in operating activities:
               
Non-cash expenses
               
Shares and warrants issued to third parties for services
   
10,182
     
-
 
Modification of warrants
   
43
     
-
 
Contract termination costs
   
649
     
-
 
Depreciation and amortization
   
866
     
45
 
Amortization of debt issuance costs and discounts
   
2,353
     
-
 
Share-based compensation
   
5,504
     
4,212
 
Lease expenses
   
(3
)
   
2
 
Change in fair value of warrant derivative liability
   
2,095
     
193
 
Payment In Kind (PIK) interest expense on notes payable
   
939
     
-
 
Loss on acquisitions
   
-
     
149,988
 
Changes in operating assets and liabilities, net of effects of business acquisition:
               
Accounts receivable, net
   
1,621
     
(27
)
Inventories, net
   
1,161
     
42
 
Prepaid expenses and other current assets
   
176

   
(466
)
Other assets
    (84 )    
(457
)
Accounts payable
   
(5
)
   
(32
)
Accrued liabilities
   
10
     
1,627
 
Deferred revenue
   
43
     
252
 
Change in lease liability
   
-
     
457
 
Other
   
208
     
(4
)
Cash Used in Operating Activities
 
$
(2,168
)
 
$
(8,481
)
                 
Cash Flow from Investing Activities
               
Cash acquired in the May Acquisitions
 
$
-
   
$
1,955
 
Security deposits
   
-
     
(81
)
Acquisition of property and equipment, net
   
(6
)
   
(4
)
Cash (Used in) Provided by Investing Activities
  $
(6
)
  $
1,870
 
                 
Cash Flow from Financing Activities
               
Proceeds from shares issued pursuant to private placement, net
 
$
-
   
$
15,826
 
Payment of old debt
   
-
     
(6,200
)
Proceeds from issuance of debt
   
-
     
6,200
 
Proceeds from revolving line of credit
   
1,075
     
-
 
Payments on revolving line of credit
   
(300
)
   
-
 
Proceeds from PPP loans
   
852
     
-
 
Proceeds from June 2020 Notes
   
1,500
     
-
 
Cash advance, net
   
-
     
(1,899
)
Cash Provided by Financing Activities
 
$
3,127
   
$
13,927
 
                 
Net Increase in Cash and cash equivalents and Restricted cash
 
$
953
   
$
7,316
 
Total Cash and cash equivalents, Beginning of Period
   
2,534
     
3,946
 
Total Cash and cash equivalents and Restricted cash, End of Period
 
$
3,487
   
$
11,262
 

Supplemental cash flow information
 
The following represent noncash financing and investing activities and other supplemental disclosures related to the statement of cash flows:
 
On January 1, 2019, the Company adopted ASC 842 which resulted in the acquisition of right-of-use assets and operating lease liabilities as follows:
 
Right-of-use assets and operating lease liability acquired under operating leases
     
Right-of-use assets recorded upon adoption of ASC 842
 
$
421
 
Operating lease liability recorded upon adoption of ASC 842
   
(429
)
Noncash acquisition of right-of-use assets for leases entered into during period
   
607
 
Noncash acquisition of operating lease liability for leases entered into during the period
   
(594
)
 
The Company paid no income taxes during the six months ended June 30, 2020 and 2019.
 
The Company paid interest of $1.4 million and $0.1 million during the six months ended June 30, 2020 and 2019, respectively.
 
See accompanying notes to the unaudited condensed consolidated financial statements.
 
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
 
Note 1 – Nature of Business and Summary of Significant Accounting Policies Nature of the Business
 
Better Choice Company Inc. is a rapidly growing animal health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live heathier, happier and longer lives. The Company sells the majority of its dog food, cat food and treats under the Halo and TruDog brands, which are focused, respectively, on providing sustainably sourced kibble and canned food derived from real whole meat, and minimally processed raw-diet dog food and treats.

On May 6, 2019, the Company completed the reverse acquisition of TruPet LLC (“TruPet”) and Bona Vida Inc. (“Bona Vida”) in a pair of all stock transactions (together referred to as the “May Acquisitions”) through the issuance of shares of common stock. Following the completion of the May Acquisitions, the business conducted by the Company became primarily the businesses conducted by TruPet and Bona Vida. As a result, the consolidated financial statements for the year ended December 31, 2019 are comprised of the results of TruPet for the period between January 1, 2019 and December 31, 2019 and the results of Bona Vida beginning May 6, 2019 through December 31, 2019. The Company completed the acquisition of Halo on December 19, 2019 (see “Note 2 – Acquisitions”). Accordingly, Halo’s operations are included in the Company’s consolidated financial statements beginning on December 19, 2019.
 
Basis of Presentation
 
The condensed consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for the full year.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”).
 
Tables are presented in U.S. dollars (thousands) and percentage as rounded up or down. In the notes, the Company represents U.S. dollars (millions) and percentage as rounded up or down.
 
Consolidation
 
The Company’s interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial statements are presented on a consolidated basis subsequent to acquisitions and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Going Concern Considerations
 
The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. Uncertainties regarding the economic impact of COVID-19, the disease caused by the novel coronavirus, are likely to result in sustained market turmoil which could also negatively impact the Company’s business, financial condition, and cash flows. The Company has continually incurred losses and has an accumulated deficit. The Company continues to rely on current investors and the public markets to finance these losses through debt and/or equity issuances. These operating losses and the outstanding debt create substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these interim condensed consolidated financial statements are issued. The Company is implementing plans to achieve cost savings and other strategic objectives to address these conditions. The Company expects cost savings from consolidation of third-party manufacturers, optimizing shipping and warehousing as well as overhead cost reductions. The business is focused on growing the most profitable channels while reducing investments in areas that are not expected to have long-term benefits. The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern.
 
Restricted cash
 
The Company is required to maintain a restricted cash balance of less than $0.1 million and $0.2 million as of June 30, 2020 and December 31, 2019 associated with a business credit card and credit card clearance operations.
 
Allowance for doubtful accounts

Accounts receivable consist of unpaid buyer invoices from the Company’s Retail customers and credit card payments receivable from third-party credit card processing companies. Accounts receivable is stated at the amount billed to customers, net of point of sale and cash discounts. The Company recorded a less than $0.1 million allowance for doubtful accounts as of June 30, 2020 and December 31, 2019, respectively.

Goodwill
 
Goodwill of $18.6 million was recognized as of December 31, 2019 in connection with the Halo Acquisition (see “Note 2 – Acquisitions”). No impairment was recognized as of June 30, 2020 and December 31, 2019, respectively.
 
Intangible assets

The Company acquired an intangible asset related to the Houndog license with the acquisition of Bona Vida on May 6, 2019. The Company fully impaired the asset as of December 31, 2019 as the Company terminated the contract on January 13, 2020. The Company also acquired intangible assets consisting of customer relationships and trade name with the acquisition of Halo on December 19, 2019. There were no indicators of impairment of intangible assets as of June 30, 2020.

Leases
 
The Company’s leases relate to its corporate offices and warehouses. Effective January 1, 2019, the Company adopted the FASB guidance on leases (“Topic 842”), which requires leases with durations greater than twelve months to be recognized on the balance sheets. The Company adopted Topic 842 using the modified retrospective transition approach.
 
Redeemable convertible preferred stock

The Company’s Redeemable Series E Convertible Preferred Stock (the “Series E”) contains redemption provisions that require it to be presented outside of stockholders’ deficit. Changes in the redemption value of the redeemable convertible preferred stock, if any, are recorded immediately in the period occurred as an adjustment to additional paid-in capital in the condensed consolidated balance sheets.

Income taxes
 
The Company was incorporated on May 6, 2019. Prior to this date, the Company operated as a flow through entity for state and United States federal tax purposes. The Company files a U.S. federal and state income tax return including its wholly owned subsidiaries. As of June 30, 2020 and December 31, 2019, the Company does not have any uncertain income tax positions.

Revenue

The Company recognizes revenue to depict the transfer of promised goods to the customer in an amount the reflects the consideration to which the Company expects to be entitled in exchange for those goods in accordance with the provisions of ASC 606, “Revenue from Contracts with Customers”.
 
Fair value of financial instruments

The warrant derivative liability is remeasured at fair value each reporting period and represents a Level 3 financial instrument.

Reclassification of prior period presentation

Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no material effect on the reported results.
 
Recently issued accounting pronouncements

The Company has reviewed the Accounting Standards Update (ASU), accounting pronouncements and interpretations thereof issued by the FASB that have effective dates during the reporting period and in future periods.
 
Recently adopted:
 
ASU 2018-13 “Fair Value Measurement”

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This new guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This new guidance was effective for the Company beginning on January 1, 2020 and did not have a material impact on the Company’s condensed consolidated financial statements.
 
ASU 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)”

In August 2018, the FASB issued ASU 2018-15 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)” to amend ASU 2015-05 in an effort to provide additional guidance on the accounting for costs implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The amendments in this update also require the entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalizing implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in the statement of financial position in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented. The new standard was effective for the Company on January 1, 2020. The Company has no internal use software.

Issued but not Yet Adopted:
 
ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
 
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326)” Codification Improvements to Financial Instruments-Credit Losses (Topic 326). Subsequent updates were released in November 2018 (ASU No. 2018-19), November 2019 (ASU No. 2019-10 and 2019-11) and February 2020 (ASU No. 2020-02) that provided additional guidance on this Topic. This ASU introduces the current expected credit loss (CECL) model, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the new standard will have on its consolidated financial statements and related disclosures.
 
ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”
 
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019- 12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

ASU 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting”
 
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
 
ASU 2020-03 “Codification Improvements to Financial Instruments”
 
In March 2020, FASB issued ASU 2020-03. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company is evaluating the impact the accounting guidance will have on its consolidated financial statements and related disclosures.

The Company has carefully considered other new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported balance sheets or operations.
 
Note 2 - Acquisitions Acquisition of Halo
 
On October 15, 2019, the Company entered into a Stock Purchase Agreement (the “Agreement”) to acquire Halo and the acquisition (the “Halo Acquisition”) was completed on December 19, 2019 (“Halo Acquisition Date”) for $38.2 million. The consideration was subject to customary adjustments for Halo’s net working capital, cash, and indebtedness, and consisted of a combination of cash consideration ($20.5 million), shares of the Company’s common stock ($3.9 million), seller notes ($15.0 million), and seller warrants ($0.3 million).
 
The Halo Acquisition was accounted for under the purchase method of accounting, and accordingly, the purchase price was allocated to the identifiable assets and liabilities based on their estimated fair values at the Halo Acquisition Date. The determination of the preliminary purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Halo. The preliminary purchase price allocation may change in future periods as the fair value estimates of assets and liabilities and the valuation of the related tax assets and liabilities are completed. The preliminary purchase price allocation is summarized as follows:
 
Dollars in thousands
     
Total Purchase Price
 
$
38,244
 
Assets
       
Property and equipment
 
$
260
 
Accounts receivable
   
5,540
 
Inventories
   
5,160
 
Intangible assets
   
14,690
 
Other assets
   
329
 
Total assets
   
25,979
 
Liabilities
       
Accounts payable
   
4,628
 
Accrued liabilities
   
1,553
 
Long term liability
   
168
 
Total liabilities
   
6,349
 
Net assets acquired
   
19,630
 
Goodwill
 
$
18,614
 

The intangible assets acquired relate to customer relationships and trade name. Acquired customer relationships are finite-lived intangible assets and are amortized over their estimated life of 7 years using the straight-line method, which approximates the customer attrition rate, reflecting the pattern of economic benefits associated with these assets.
 
All of Halo’s products and services are sold under the “Halo” trade name, and each major product is identified by this trade name. The trade name is a finite-lived intangible asset and is being amortized over its estimated life of 15 years using the straight-line method, which reflects the pattern of economic benefits associated with this asset.
 
The excess of purchase price over the fair value amounts assigned to the identifiable assets acquired and liabilities assumed represents goodwill from the acquisition. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce and administrative cost synergies. The Company does not expect any portion of this goodwill to be deductible for tax purposes. See “Note 9 – Intangible assets, royalties, and goodwill” for more information.
 
Reverse Acquisitions of Better Choice and Bona Vida by TruPet
 
On May 6, 2019, Better Choice Company completed the reverse acquisitions of TruPet and Bona Vida whereby TruPet is considered the acquirer for accounting and financial reporting purposes. The acquisitions were accounted for as asset acquisitions.
 
The purchase price for Better Choice Company was $37.9 million and has been allocated based on an estimate of the fair value of Better Choice Company’s assets acquired and liabilities assumed with the remainder recorded as an expense. The loss on acquisition of Better Choice Company’s net liabilities is $39.6 million.
 
The purchase price for Bona Vida was $108.6 million and the estimated purchase price has been allocated based on an estimate of the fair value of assets acquired and liabilities assumed. The excess of the purchase price over the net assets acquired has been recorded as an expense. The loss on acquisition of Bona Vida’s net assets is $107.8 million.
 
On May 6, 2019, the fair value of assets and liabilities acquired was:
 
Dollars in thousands
 
Better Choice
Company
   
Bona Vida
   
Total
 
Total Purchase Price
 
$
37,949
   
$
108,620
   
$
146,569
 
Net Assets (Liabilities) Acquired:
                       
Assets
   
     

     

 
Cash and cash equivalents
    7
      384
      391
 
Restricted cash
   
-
     
25
     
25
 
Accounts receivable
   
-
     
69
     
69
 
Inventories
   
-
     
95
     
95
 
Prepaid expenses and other current assets
   
32
     
348
     
380
 
Intangible assets
   
986
     
-
     
986
 
Other assets
   
-
     
74
     
74
 
Total Assets
   
1,025
     
995
     
2,020
 
Liabilities
                       
Warrant derivative liability
   
(2,130
)
   
-
     
(2,130
)
Accounts payable & accrued liabilities
   
(544
)
   
(153
)
   
(697
)
Total Liabilities
   
(2,674
)
   
(153
)
   
(2,827
)
Net Assets (Liabilities) Acquired
   
(1,649
)
   
842
     
(807
)
Loss on Acquisitions
 
$
(39,598
)
 
$
(107,778
)
 
$
(147,376
)
Correction recorded in the third quarter of 2019
                    (2,612
)
Loss on acquisitions as reported for the six months ended June 30, 2019
                  $
(149,988
)

In connection with the preparation of the Company’s consolidated financial statements for the period ended September 30, 2019, the Company identified an error in the consolidated financial statements for the six month period ended June 30, 2019 related to the overstatement of loss on acquisitions of $2.6 million in the consolidated statement of operations and comprehensive loss. This was primarily due to a change in the estimated purchase price, which also resulted in errors in the statement of stockholders’ deficit and statement of cash flows. The errors were all corrected during the three-month period ended September 30, 2019. The Company believes the correction of these errors is not material to the consolidated financial statements as of and for the period ended June 30, 2019.
 
Note 3 - Revenue
 
The Company has two categories of revenue channels: retail-partner based (“Retail”), which includes the sale of product to e-commerce retailers, pet specialty chains, grocery, mass and distributors, and direct to consumer (“DTC”), which is focused on driving consumers to directly purchase product through its online web platform.
 
Retail-partner based channel
 
The Company’s Retail channel includes the sale of goods to customers for resale. The Company records revenue net of discounts. Discounts primarily consist of early pay discounts, general percentage allowances and contractual trade promotions such as auto-ship subscriptions, and cooperative agreements with third party distributors. Retail-partner based customers are not subject to sales tax. The Retail channel represents 73% and 75% of consolidated revenue for the three and six months ended June 30, 2020, respectively, and 11% for the three and six months ended June 30, 2019.
 
Shipping costs associated with moving finished products to customers through third party carriers were less than $0.1 million and $0.1 million for the three and six months ended June 30, 2020, respectively, and no shipping costs were recorded for the three and six months ended June 30, 2019, respectively. Such shipping costs are recorded as part of general and administrative expenses.
 
Direct to consumer channel
 
The Company’s DTC products are offered through online stores where customers place orders directly for delivery across the United States. The DTC channel represents 27% and 25% of consolidated revenue of the Company for the three and six months ended June 30, 2020, respectively, and 89% for the three and six months ended June 30, 2019.
 
The Company excludes sales taxes collected from revenues. Revenue is deferred for orders that have been paid for, but not shipped. Based on historical experience, the Company records an estimated liability for returns. Product returns were $0.1 million and $0.2 million for the three and six months ended June 30, 2020, respectively, and $0.2 million for the three and six months ended June 30, 2019.

Shipping costs associated with moving finished products to customers were $0.3 million and $0.7 million for the three and six months ended June 30, 2020, respectively, and $0.6 million and $1.2 million for the three and six months ended June 30, 2019, respectively. Such shipping costs are recorded as part of general and administrative expenses.
 
The Company’s DTC loyalty program enables customers to accumulate points based on spending. A portion of revenue is deferred at the time of the sale when points are earned and recognized when the loyalty points are redeemed. As of June 30, 2020 and December 31, 2019, customers held unredeemed loyalty program awards of $0.3 million and $0.2 million, respectively. The Company recognized revenue of $0.1 million and $0.3 million from the loyalty program for the three and six months ended June 30, 2020, respectively, and less than $0.1 million and $0.1 million for the three and six months ended June 30, 2019, respectively.
 
The amount included in net sales related to recoveries of shipping costs from customers for direct to consumer sales was $0.1 million and $0.2 million for the three and six months ended June 30, 2020, respectively, and $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively.
 
Note 4 - Inventories
 
Inventories are summarized as follows:
 
Dollars in thousands
 
June 30, 2020
   
December 31, 2019
 
             
Food, treats and supplements
 
$
5,454
   
$
6,425
 
Inventory packaging and supplies
   
512
     
504
 
Other products and accessories
   
17
     
73
 
Total Inventories

5,983
     
7,002
 
Inventory reserve
   
(563
)
   
(422
)
Inventories, net
 
$
5,420 $
   
$
6,580
 

Note 5 – Prepaid expenses and other current assets
 
On August 28, 2019, the Company entered into a radio advertising agreement with iHeart and issued 1,000,000 shares of common stock valued at $3.4 million for future advertising to be provided to the Company from August 2019 to August 2021. The Company issued an additional 125,000 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The agreement requires the Company to spend a minimum amount for talent and other direct iHeart costs. The Company committed to using $1.7 million of the media inventory by August 28, 2020, with the remainder of the advertising available through August 28, 2021. The Company is in the process of amending the contract to extend the dates by which the related media spend is to be used and expects an amendment to be finalized prior to the first commitment date. Prepaid advertising was $3.0 million as of June 30, 2020 and $2.8 million as of December 31, 2019. Of the total prepaid amount, $2.6 million and $1.7 million is recorded in prepaid expenses and other current assets and $0.4 million and $1.1 million in other noncurrent assets as of June 30, 2020 and December 31, 2019, respectively.
 
Note 6 - Property and equipment
 
Property and equipment consist of the following:
 
Dollars in thousands
 
June 30, 2020
   
December 31, 2019
 
Equipment
 
$
225
   
$
222
 
Furniture and fixtures
   
164
     
138
 
Computer software
   
115
     
115
 
Computer equipment
   
4
     
4
 
Total property and equipment
   
508
     
479
 
Accumulated depreciation
   
(187
)
   
(62
)
Property and equipment, net
 
$
321
   
$
417
 

Depreciation expense was less than $0.1 million and $0.1 million for the three and six months ended June 30, 2020, respectively, and less than $0.1 million for both the three and six months ended June 30, 2019. Depreciation expense is included as a component of general and administrative expenses.

Note 7 – Accrued liabilities
 
Accrued liabilities consist of the following:
 
Dollars in thousands
 
June 30,2020
    December 31, 2019
Accrued professional fees
 
$
2,039
   
$
1,695
 
Accrued sales tax
   
1,028
     
1,233
 
Accrued payroll and benefits
   
916
     
994
 
Accrued trade promotions
   
186
     
357
 
Accrued dividends
   
324
     
256
 
Accrued interest
   
228
     
109
 
Other
   
10
     
77
 
Total accrued liabilities
 
$
4,731
   
$
4,721
 
 
Pursuant to waiver letters executed by each investor, the holders of the Company’s Series E preferred stock agreed to waive their right to the distribution of dividends until October 22, 2020. Accrued dividends related to the Series E are $0.3 million as of June 30, 2020 and December 31, 2019, respectively, and remain unpaid.

Note 8 – Operating leases

The table below presents certain information related to the lease costs for operating leases for the three and six months ended June 30, 2020 and 2019:
 
   
For the Six Months Ended
   
For the Three Months Ended
 
Dollars in thousands
 
June 30,
2020
   
June 30,
2019
   
June 30,
2020
   
June 30,
2019
 
                     
   
Operating lease costs
 
$
221
    $
124
    $
111
    $
80
 
Variable lease costs
    16      
16
      8
     
8
 
Total operating lease costs
  $
237
    $
140
    $
119     $
88
 

As of June 30, 2020, the weighted-average remaining operating lease term was 2.1 years and the incremental borrowing rate was 12.5% for operating leases recognized on the Company’s condensed consolidated balance sheets. Short term lease costs, excluding expenses relating to leases with a lease term of one month or less, were less than $0.1 million for both the three and six months ended June 30, 2020, respectively. During the three and six months ended June 30, 2019, the Company recorded no short term lease costs.
 
Rent expense was $0.1 and $0.2 million for the three and six months ended June 30, 2020, respectively, and $0.1 million for both the three and six months ended June 30, 2019.
 
Undiscounted cash flows
 
The table below reconciles the undiscounted cash flows for the remaining term of the operating lease liabilities recorded on the condensed consolidated balance sheets.
 
Operating Leases
Remainder of 2020
 
$
226
 
2021
   
464
 
2022
   
246
 
2023
    7  
Total minimum lease payments
 
$
943  
Less: amount of lease payments representing interest
    110  
Present value of future minimum lease payments
 
$
833
 
Less: current obligations under leases
 

341
 
Long-term lease obligations
 
$
492
 

Note 9 – Intangible assets, royalties, and goodwill Intangible assets and royalties

The Company’s intangible assets as of June 30, 2020 and December 31, 2019 consist of customer relationships and trade name acquired in the Halo Acquisition. The customer relationships and trade name are amortized over their estimated useful lives of 7 and 15 years respectively, using the straight-line method.
 
In May 2019, the Company acquired a licensing agreement with Authentic Brands and Elvis Presley Enterprises (“ABG”) whereby Better Choice was to sell newly developed hemp-derived CBD products that will be marketed under the Elvis Presley Houndog name. The license agreement required an upfront equity payment of $1.0 million worth of common stock and the license was recorded at its amortized cost which approximated fair value. The Company does not plan to use the license in the future and therefore terminated the agreement on January 13, 2020. The Company recognized an impairment charge for the net book value of the licensing agreement as of and for the year ended December 31, 2019.
 
As part of the termination, the Company: (1) paid ABG $0.1 million in cash upon the signing of the termination agreement on January 13, 2020, (2) issued ABG 72,720 shares of the Company’s common stock on January 13, 2020, (3) agreed to pay ABG $0.1 million in cash in four equal installments each month from July 31, 2020 through October 31, 2020, (4) issued ABG $0.6 million aggregate principal amount of Subordinated Promissory Notes (the “ABG Notes”) effective January 20, 2020, and (5) issued ABG a common stock purchase warrant (the “ABG Warrants”) equal to a fair value of $150,000 on January 20, 2020. The terms of the ABG Notes match those of the Seller Notes, including convertible features exercisable any time after the date of issuance, a 10% interest rate and maturity date of June 30, 2023. The ABG Warrants are exercisable for 24 months from the date of the consummation of an IPO (as defined in the ABG Warrants) and carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock was sold in the IPO. The fair values of the ABG Notes and ABG Warrants on their issuance dates were $0.6 million and less than $0.1 million, respectively. On June 24, 2020, the exercise price of the ABG Warrants was amended in connection with the issuance of the June 2020 Notes (defined below) to lower the maximum exercise price from $5.00 to $4.25 per share.
 
The total cost of the contract termination noted above is measured at its fair value of $1.1 million and is included in general and administrative expense.
 
The Company’s intangible assets are as follows:
 
Dollars in thousands
         
June 30, 2020
             
   
Weighted-Average
Remaining Useful
Lives (in years)
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Net Carrying
Amount
 
Customer relationships
 
7
   
$
7,500
   
$
(577
)
 
$
6,923
 
Trade name
 
15
     
7,190
     
(235
)
   
6,955
 
Total intangible assets
       
$
14,690
   
$
(812
)
 
$
13,878
 

     
December 31, 2019
   
   
Weighted-Average
Remaining Useful
Lives (in years)
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
  Net Carrying
Amount
 
                 
Customer relationships

7
   
$
7,500
   
$
(35
)
 
$
7,465
 
Trade name
 
15
     
7,190
     
(14
)
   
7,176
 
Total intangible assets
 
   
$
14,690
   
$
(49
)
 
$
14,641
 
 
The Company did not have intangible assets or amortization expense during the three and six months ended June 30, 2019.
 
The estimated future amortization of intangible assets over the weighted average remaining useful life of 10.5 years is as follows:
 
Dollars in thousands
Years ended December 31,
     
Remainder of 2020
 
$
739
 
2021
   
1,551
 
2022
   
1,551
 
2023
   
1,551
 
2024
   
1,551
 
Thereafter
   
6,935
 
   
$
13,878
 

Note 10 - Debt

The components of the Company’s debt consist of the following:
 
   
June 30, 2020
 
December 31, 2019
   
   
Amount
   
Rate
   
Maturity
Date
 
Amount
   
Rate
   
Maturity
Date
 
Short term loan, net
 
$
18,157
     
(1
)
 
12/19/2020
 
$
16,061
     
(1
)
 
12/19/2020
 
Line of credit, net
   
5,687
     
(1
)
 
12/19/2020
   
4,819
     
(1
)
 
12/19/2020
 
                                           
November 2019 notes payable, net (November 2019 Notes)
   
2,644
     
10
%
 
6/30/2023
   
2,769
     
10
%
 
11/4/2021
 
December 2019 senior notes payable, net (Seller Notes)
   
9,664
     
10
%
 
6/30/2023
   
9,191
     
10
%
 
6/30/2023
 
December 2019 junior notes payable, net (Seller Notes)


4,626



10
%

6/30/2023


4,410



10
%

6/30/2023
 
ABG Notes
   
660
     
10
%
 
6/30/2023
   
-
     
-
     
-
 
June 2020 notes payable, net (June 2020 Notes)
   
-
     
10
%
 
6/30/2023


-
     
-
     
-
 
Halo PPP Loan
   
431
     
1
%
 
5/3/2022


-
     
-
         
TruPet PPP Loan
   
421
     
.98
%
 
4/6/2022


-
     
-
     
-
 
Total debt
 
$
42,290
           
 
$
37,250
                 
 
(1)
Interest at Bank of Montreal Prime plus 8.05%
 
Short term loan and line of credit
 
On the Halo Acquisition Date, the Company entered into a Loan Facilities Agreement (the “Facilities Agreement”) by and among the Company, as the borrower, the several lenders from time to time parties thereto (collectively, the “Lenders”) and a private debt lender, as agent (the “Agent”). The Facilities Agreement provides for (i) a term loan facility of $20.5 million and (ii) a revolving demand loan facility not to exceed $7.5 million.
 
As of June 30, 2020 and December 31, 2019, the term loan outstanding was $18.2 million and $16.1 million, net of debt issuance costs and discounts of $2.3 million and $4.4 million, respectively, and the line of credit outstanding was $5.7 million and $4.8 million, respectively, net of debt issuance costs of $0.1 million and $0.2 million, respectively. The debt issuance costs and discounts are amortized using the effective interest method. The term loan and line of credit are scheduled to mature on December 19, 2020 or such earlier date on which a demand is made by the Agent or any Lender.

Certain directors and shareholders of the Company (“Shareholder Guarantors”) agreed to enter into a Continuing Guaranty (the “Shareholder Guaranties”) in the amount of $20.0 million and guarantee the Company’s obligations under the agreement. As consideration for the Shareholder Guaranties, the Company agreed to issue common stock purchase warrants to the Shareholder Guarantors in an amount equal to 0.325 warrants for each dollar of debt under the agreement guaranteed by such Shareholder Guarantors (the “Guarantor Warrants”). The Guarantor Warrants are exercisable any time from the date of issuance for up to 24 months from the date of the consummation of an IPO (as defined therein) at an exercise price $1.82 per share. The Guarantor Warrants had a fair value of $4.2 million on the date of issuance.
 
As of June 30, 2020 and December 31, 2019, the Company was in compliance with its debt covenants.
 
Notes payable
 
On November 4, 2019, the Company issued $2.8 million of subordinated convertible notes (the “November 2019 Notes”) which carry a 10% interest rate and mature on November 4, 2021. The interest is payable in arrears on March 31, June 30, September 30 and December 31 of each year. Payment in kind (“PIK”) interest is payable by increasing the aggregate principal amount of the November 2019 Notes. The November 2019 Notes are exercisable any time from the date of issuance and carried an initial conversion price of the lower of (a) $4.00 per share or (b) the IPO Price. The IPO Price is the price at which the Company’s stock will be sold in a future IPO. The Company issued incremental warrants associated with the November 2019 Notes with a fair value of less than $0.1 million on the date of issuance.

The November 2019 Notes were amended on January 6, 2020. The amendment incorporates only the preferable terms of the Seller Notes as noted below, and all other terms and provisions of the November 2019 Notes remain in full force and effect. Pursuant to the amended November 2019 Notes, PIK interest shall be payable by increasing the aggregate principal amount of the November 2019 Notes. As amended, for so long as any event of default (as defined in the November 2019 Note) exists, interest shall accrue on the November 2019 Note principal at the default interest rate of 12.0% per annum, and such accrued interest shall be immediately due and payable.

The November 2019 Notes were amended for the second time on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share and extends the maturity date from November 4, 2021 to June 30, 2023. Under the applicable accounting guidance, the Company accounted for the change in conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of $0.3 million as a reduction to the carrying amount of the debt instrument by increasing the associated debt discount with a corresponding increase in additional paid-in capital.

As of June 30, 2020 and December 31, 2019, the aggregate amount of November 2019 Notes outstanding was $2.6 million and $2.8 million, respectively, net of discounts of less than $0.3 million and less than $0.1 million, respectively. The discounts are being amortized over the life of the November 2019 Notes using the effective interest method.

On December 19, 2019, the Company issued $10.0 million and $5.0 million in senior subordinated convertible notes (the “Senior Seller Notes”) and junior subordinated convertible notes (the “Junior Seller Notes”), jointly the “Seller Notes” to the sellers of Halo. The Seller Notes are exercisable any time from the date of issuance and carry a 10% interest rate and mature on June 30, 2023. Interest is payable in arrears on March 31, June 30, September 30 and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the Seller Notes. The Seller Notes carried an initial conversion price of the lower of (a) $4.00 per share or (b) the IPO Price.
 
The Seller Notes were amended on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share. The Company accounted for the change in the conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of less than of $0.3 million as a reduction to the carrying amounts of the debt instruments by increasing the associated debt discounts with a corresponding increase in additional paid-in capital.

As of June 30, 2020, the Senior Seller Notes outstanding were $9.7 million, net of discounts of $0.9 million, and the Junior Seller Notes outstanding were $4.6 million, net of discounts of $0.6 million. As of December 31, 2019, the Senior Seller Notes outstanding were $9.2 million, net of discounts of $0.9 million, and the Junior Seller Notes outstanding were $4.4 million, net of discounts of $0.5 million. The discounts are being amortized over the life of the Seller Notes using the effective interest method.

On January 13, 2020, the Company issued $0.6 million in senior subordinated convertible notes to ABG. The ABG Notes are exercisable any time from the date of issuance and carry a 10% interest rate and mature on June 30, 2023. The interest is payable in arrears on March 31, June 30, September 30 and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the ABG Notes. The ABG Notes carried an initial conversion price of the lower of (a) $4.00 per share or (b) the IPO Price.

The ABG Notes were amended on June 24, 2020 in connection with the issuance of the June 2020 Notes. The amendment lowers the maximum conversion price applicable to the conversion of these notes from $4.00 per share to $3.75 per share. The Company accounted for the change in the conversion price as a modification of the debt instrument. The Company recognized the increase in the fair value of the conversion option of less than $0.1 million as a reduction to the carrying amount of the debt instrument by decreasing the associated debt premium with a corresponding increase in additional paid-in capital.

As of June 30, 2020, the ABG Notes outstanding was $0.7 million, including a debt premium of less than $0.1 million. The debt premium is being amortized over the life of the ABG Notes using the effective interest method.
 
On June 24, 2020, the Company issued $1.5 million in subordinated convertible promissory notes (the “June 2020 Notes”) which carry a 10% interest rate and mature on June 30, 2023. The interest is payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. PIK interest is payable by increasing the aggregate principal amount of the June 2020 Notes. The June 2020 Notes are exercisable any time from the date of issuance and carry a conversion price $0.75 per share. The June 2020 Notes are also convertible automatically upon the Company’s consummation of an initial public offering or change in control (each as defined in the June 2020 Notes).
 
The Company evaluated the conversion option within the June 2020 Notes to determine whether the conversion price was beneficial to the note holders. The Company recorded a beneficial conversion feature (“BCF”) related to the issuance of the June 2020 Notes. The BCF for the June 2020 Notes was recognized and measured by allocating a portion of the proceeds to beneficial conversion feature, based on relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The Company will accrete the discount recorded in connection with the BCF valuation as interest expense over the term of the June 2020 Notes, using the effective interest rate method.
 
As of June 30, 2020, the amount outstanding on the June 2020 Notes was $0.0 million, net of discounts of $1.5 million. The discounts are being amortized over the life of the June 2020 Notes using the effective interest method.

The exercise, conversion or exchange of convertible securities, including for other securities, will dilute the percentage ownership of the Company’s stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect the Company’s ability to obtain additional capital.
 
As of June 30, 2020 and December 31, 2019, the Company was in compliance with all covenant requirements and there were no events of default. All notes payable are subordinated to the short term loan and line of credit.
 
PPP loans
 
On April 10, 2020, TruPet, LLC, a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from JPMorgan Chase Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the Paycheck Protection Program (PPP) under Division A, Title I of the CARES Act (the “TruPet PPP Loan”). The loan matures on April 6, 2022, and bears interest at a rate of 0.98% per annum, payable monthly, commencing on November 6, 2020. As of June 30, 2020, the TruPet PPP Loan outstanding was $0.4 million.

On May 7, 2020, Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from JPMorgan Chase Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the PPP (the “Halo PPP Loan”). The loan matures on May 3, 2022, and bears interest at a rate of 1.00% per annum, payable monthly, commencing on November 1, 2020. As of June 30, 2020, the Halo PPP Loan outstanding was $0.4 million.

Under the terms of the PPP, certain amounts of the loans may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company intends to use the entire loan amounts for qualifying expenses.
 
The Company recorded interest expense related to its outstanding indebtedness of $2.4 million and $4.7 million for the three and six months ended June 30, 2020, respectively, and less than $0.1 million and $0.1 million for the three and six months ended June 30, 2019, respectively.
 
The carrying amounts of the November 2019, Senior Seller Notes and Junior Seller Notes, ABG Notes, June 2020 Notes and PPP loans were approximately $2.6 million, $9.7 million $4.6 million, $0.7 million, $0.0 million, and $0.9 million, respectively, as of June 30, 2020. The carrying amounts of these debt instruments approximate fair value which is based on observable inputs, including quoted and market prices (Level 2).
 
The carrying amount of the Company’s short term loan approximates fair value due to its short term nature. The carrying amount for the Company’s line of credit approximates fair value as the instrument has a variable interest rate that approximates market rates.
 
Note 11 – Warrant derivative liability
 
On December 12, 2018, the Company closed a private placement offering (the “December Offering”) of 1,425,641 units (the “Units”), each unit consisting of (i) one share of the Company’s common stock and (ii) a warrant to purchase one half of a share of common stock. The Units were offered at a fixed price of $1.95 per Unit for gross proceeds of $2.8 million. Costs associated with the December Offering were $0.1 million, and net proceeds were $2.7 million. The December Offering generated $2.6 million of net proceeds that were received by the Company during the year ended December 31, 2018 for the sale of 1,400,000 Units, and $0.1 million of the net proceeds were received on January 8, 2019 for the sale of 25,641 Units. The warrants are exercisable anytime from the date of issuance over a two-year period and carried an initial exercise price of $3.90 per share.

The warrants include an option to settle in cash in the event of a change of control of the Company and a reset feature if the Company issues shares of common stock with a strike price below the exercise price of the warrants, which requires the Company to record the warrants as a derivative liability. The Company calculates the fair value of the derivative liability through a Monte Carlo Model that values the warrants based upon a probability weighted discounted cash flow model.

During January 2020, the Company issued shares below the exercise price of the warrants acquired on May 6, 2019. Pursuant to the warrant agreement, the Company issued an additional 1,003,232 warrants on March 17, 2020 to certain of its warrant holders at an exercise price of $1.62 and modified the exercise price of the existing warrants to
$1.62.
 
During June 2020, the Company issued common stock equivalents below the exercise price of the warrants issued on March 17, 2020. Pursuant to the warrant agreement, the Company will issue an additional 1,990,624 warrants to certain of its warrant holders at an exercise price of $0.75 and will modify the exercise price of the existing warrants to $0.75.
 
The warrants are valued based on future assumptions and, as the reset triggers were known events on June 30, 2020 and December 31, 2019, the Company included the triggers in the valuations performed as of June 30, 2020 and December 31, 2019.
 
The following schedule shows the fair value of the warrant derivative liability as of June 30, 2020 and December 31, 2019, and the change in fair value during the three and six months ended June 30, 2020:

Dollars in thousands
 
Warrant derivative liability
 
Balance as of December 31, 2019
 
$
2,220
 
Change in fair value of derivative liability
   
(1,379
)
Balance as of March 31, 2020
 
$
841
 
Change in fair value of derivative liability
   
3,474
 
Balance as of June 30, 2020
 
$
4,315
 

Warrant derivative liability
 
May 6, 2019
   
December 31, 2019
   
June 30, 2020
 
Stock price
 
$
6.00
   
$
2.70
   
$
1.90
 
Exercise price
 
$
3.90
   
$
1.62
   
$
0.75
 
Expected remaining term (in years)
   
1.60 - 1.68
     
0.95 - 1.02
     
0.472
 
Volatility
   
64
%
   
69
%
   
85
%
Risk-free interest rate
   
2.39
%
   
1.60
%
   
0.18
%

The valuation of the warrants is subject to uncertainty as a result of the unobservable inputs. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted.
 
As of June 30, 2020, the Company would be required to pay $4.4 million if all warrants were settled in cash or issue 3,706,679 shares if all warrants were settled in shares.
 
Note 12 – Other liabilities
 
As of June 30, 2020 and December 31, 2019, other liabilities consisted of $0.2 million related to a reserve for a potential customer dispute settlement and $0.5 million as a prepayment for the issuance of common stock, respectively.
 
Note 13 – Commitments and contingencies
 
In the normal course of business, the Company may be subject to various legal claims and contingencies that arise, including claims related to commercial transactions, product liability, health and safety, taxes, environmental matters, employee matters and other matters. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company’s consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company.
 
The Company had no purchase obligations as of June 30, 2020 and December 31, 2019.
 
Note 14 - Stockholders’ deficit
 
As a result of the reverse acquisition of Better Choice Company and Bona Vida by TruPet in May 2019, the historical TruPet members’ equity (units and incentive units) have been re-cast to reflect the equivalent Better Choice common stock for all periods presented after the transaction. Prior to the transaction in May 2019, TruPet was a limited liability company and as such, the concept of authorized shares was not relevant.
 
A summary of equity transactions for the six months ended June 30, 2020 and 2019 is set forth below:

On February 12, 2019, the Company issued 69,115 Series A Preferred Units in a private placement at $2.17 per unit. The proceeds were approximately $0.2 million, net of share issuance costs. On May 6, 2019, all Series A Preferred Shares were converted to 2,460,518 shares of common stock.
 
On May 6, 2019, the Company acquired 1,011,748 shares of common stock valued at $6.1 million representing its initial 7% investment in TruPet. These shares are recorded as an acquisition of treasury shares.
 
On May 6, 2019, the Company issued 5,744,991 million units for gross proceeds of $3.00 per unit in a PIPE transaction.  Each unit included one share of common stock of Better Choice Company stock and a warrant to purchase an additional share.  The shares issued in the PIPE are subject to the Securities and Exchange Commission’s Rule 144 restrictions which require the purchasers of the PIPE units to hold the shares for at least 6 months from the date of issuance. The funds raised from the PIPE were used to fund the operations of the combined company. Net proceeds of $15.7 million were received in the private placement, allocable between shares of common stock and warrants.

On May 6, 2019, the Company acquired 2,633,678 outstanding shares of Series E, which represented an element of the purchase price and were recorded at fair value (on an as converted into common stock basis) based on the $6.00 per share closing price of Better Choice Company’s shares of common stock as they remained outstanding after the reverse acquisitions discussed in “Note 2 - Acquisitions” above. The Series E has a stated value of $0.99 per share; is convertible to common stock at a price of $0.78 per share.
 
On May 10, 2019 and May 13, 2019, holders of the Company’s Series E converted 689,394 and 236,364 preferred shares into 875,000 and 300,000 shares of the Company’s common stock, respectively.

Pursuant to the employment agreement of an officer with Bona Vida dated October 29, 2018, the officer was entitled to a $500,000 change of control payment. The officer later agreed to receive 100,000 shares of Better Choice Company common stock. The 100,000 shares of common stock were valued at $6.00 per share, which was the market value as of the date of the May Acquisitions.
 
On January 2, 2020, the Company issued 308,642 shares of common stock to an investor for net proceeds of $0.5 million, net of issuance costs of less than $0.1 million.
 
On January 13, 2020, the Company issued 72,720 shares of common stock to ABG in connection with the termination of a licensing agreement discussed in “Note 9 – Intangible assets, royalties and goodwill”.
 
On March 3, 2020, the Company issued 450,000 shares of restricted common stock to three nonemployee directors in return for services provided in their capacity as directors.
 
On March 5, 2020, the Company issued 125,000 shares of common stock for advertising services.

On March 30, 2020, the Company issued 5,956 restricted shares of common stock to an officer of the Company.

The Company has reserved common stock for future issuance as follows:

   
June 30, 2020 December 31, 2019
 
Conversion of Series E
   
1,760,903
     
1,760,903
 
Exercise of options to purchase common stock
   
7,471,608
     
7,791,833
 
Warrants to purchase common stock
   
17,087,976
     
16,981,854
 
Notes payable
   
7,163,589
     
4,437,500
 
Total
   
33,484,076
     
30,972,090
 

Warrants
 
On May 6, 2019, in connection with the May Acquisitions, the Company acquired 712,823 warrants to purchase common stock with a weighted average exercise price of $3.90. The Company also issued 5,744,991 warrants with an exercise price of $4.25 on May 6, 2019 as part of the PIPE. Additionally, in connection with the PIPE transaction, the Company issued 220,539 warrants to brokers with an exercise price of $3.00. The warrants are exercisable on the date of issuance and expire 24 months from the date of the consummation of a future IPO.

On September 17, 2019, a Company advisor was issued 2,500,000 warrants with an exercise price of $0.10 and 1,500,000 warrants with an exercise price of $10.00. The warrants were exercisable as follows: 1,250,000 of the warrants with the $0.10 exercise price (the “Tranche 1 Warrants”) were exercisable on the earlier of the twelve- month anniversary of the issuance date or immediately prior to a change in control subject to the advisor’s continued service to the Company; the remaining 1,250,000 of the warrants with the $0.10 exercise price (the “Tranche 2 Warrants”) and the 1,500,000 warrants with the $10.00 exercise price (the Tranche 3 Warrants) were exercisable on the earlier of the eighteen-month anniversary of the issuance date or immediately prior to a change in control subject to the advisor’s continued service to the Company.
 
On June 1, 2020, the Company entered into a termination agreement (the “Termination Agreement”) with the advisor. Pursuant to the terms of the Termination Agreement, the Tranche 1 Warrants were amended to reduce the number of shares of common stock purchasable thereunder to 1,041,666 shares, and the Tranche 2 Warrants and Tranche 3 Warrants were cancelled. The Tranche 1 Warrants (as amended pursuant to the Termination Agreement) were fully vested as of the date of the termination of the agreement and will remain exercisable until September 17, 2029. Furthermore, if the Company engages in any restricted business line as defined in the Termination Agreement, the Company will issue to the former advisor additional shares of common stock based on formulas intended to compensate the former advisor for the warrants that were reduced or terminated.
 
In connection with the Termination Agreement, the Company recorded expense of $5.7 million during the three and six months ended June 30, 2020. This amount is included in general and administrative expense.
 
On November 4, 2019, the Company issued 11,000 warrants in connection with the November 2019 Notes. The warrants are exercisable on the date of issuance and expire 24 months from the date of the consummation of a future initial public offering (“IPO”). The warrants carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock of the Company was sold in the IPO.
 
On December 19, 2019, the Company issued 937,500 warrants in connection with the Seller Notes. The warrants are exercisable on the date of issuance and expire 24 months from the date of the consummation of a future initial public offering (“IPO”). The warrants carried an initial exercise price equal to the greater of (i) $5.00 per share or (ii) the price at which the common stock of the Company was sold in the IPO.

On June 24, 2020, the warrants related to the November 2019 Notes and Seller Notes were amended in connection with the issuance of the June 2020 Notes to lower the maximum exercise price applicable to these warrants from $5.00 to $4.25 per share. The decrease in the exercise price resulted in an increase to the fair value of the warrants of less than $0.2 million which the Company recognized in general and administrative expense.

On December 19, 2019 the Company issued 6,500,000 warrants with an exercise price of $1.82 in conjunction with the short term loan (the “Guarantor Warrants”). The warrants are exercisable on the date of issuance and expire 24 months from the date of the consummation of a future IPO.
 
On March 17, 2020, 1,003,232 warrants were issued to holders of warrants issued on May 6, 2019 due to the dilutive impact of subsequent issuances. The Company will issue an additional 1,990,624 warrants to holders of these warrants due to the further dilutive impact of subsequent issuances.

On June 24, 2020, the Company issued common stock purchase warrants (the “June 2020 Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock at $1.25 per share in connection with the June 2020 Notes. The June 2020 Warrants are exercisable on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other uplist transaction or (ii) June 30, 2030.
 
On June 24, 2020, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock at $1.25 per share to two nonemployee directors. The warrants are exercisable on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other uplist transaction or (ii) June 30, 2030.



Warrants


Weighted Average
Exercise Price
 
Warrants outstanding as of December 31, 2019
   
16,981,854
   
$
3.23
 
Issued
   
3,064,456
     
1.15
 
Terminated
   
(2,958,334
)
   
(5.12
)
Warrants outstanding as of June 30, 2020
   
17,087,976
   
$
2.37
 
 
The intrinsic value of outstanding warrants was $5.7 million and $12.2 million as of June 30, 2020 and December 31, 2019, respectively.

Note 15 - Share-based compensation

The Company recognizes compensation cost for stock awards with only service conditions that have a graded vesting schedule on a straight-line basis over the service period for each separate vesting portion of the award as if the award was, in-substance, multiple awards. During the three and six months ended June 30, 2020, the Company recognized $3.0 million and $5.5 million of share-based compensation expense, respectively. During the three and six months ended June 30, 2019 $4.0 million and $4.2 million of share-based compensation expense was recognized, respectively.

The Company acquired the Better Choice Company Inc. 2019 Incentive Award Plan (the “2019 Plan”) which became effective as of April 29, 2019. The 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash-based awards or a dividend equivalent award (each an “Award”). On November 11, 2019, the Company received shareholder approval for the Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). Under the Amended 2019 Plan, the number of option awards available for issuance increased from 6,000,000 to 9,000,000 on December 19, 2019.
 
During the three and six months ended June 30, 2020, the Company granted 200,000 and 300,000 stock options, respectively. During the three and six months ended June 30, 2019, the Company granted 5,833,000 stock options.
 
Note 16 - Related party transactions

Marketing services

A company controlled by a member of the board of directors provides online traffic acquisition marketing services for the Company. The Company incurred immaterial amounts for their services during the three and six months ended June 30, 2020 and 2019, respectively. The service contract has a 30-day termination clause. As of June 30, 2020 and December 31, 2019 the outstanding balance was less than $0.1 million and was included in accounts payable in the condensed consolidated balance sheets.
 
Notes payable

The Company issued $1.4 million of subordinated convertible notes to a member of the board of directors during the year ended December 2019, and $0.8 million of subordinated convertible notes to the same director during June 2020. The notes remain outstanding as of June 30, 2020. Interest related to the subordinated convertible notes was less than $0.1 million and $0.1 million for the three and six months ended June 30, 2020, respectively.
 
Halo transaction bonus and notes payable

The Company issued $0.1 million of subordinated convertible notes to an executive in satisfaction of a transaction bonus as per his employment agreement upon the close of the Halo Acquisition in December 2019. These convertible notes are outstanding as of June 30, 2020.

Note 17 - Income taxes
 
For the periods ended June 30, 2020 and 2019, the Company recorded no current or deferred income tax expense.
 
The Company’s effective tax rate of 0% differs from the United States federal statutory rate of 21% primarily because the Company’s losses have been fully offset by a valuation allowance due to uncertainty of realizing the tax benefit of net operating losses (“NOLs”) for the periods ended June 30, 2020 and year ended December 31, 2019.

The Company’s deferred tax assets attributed to net operating loss carryforwards begin to expire in 2027.
 
On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business but does not expect the impact to be material.
 
The ultimate realization of deferred taxes is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. On the basis of management’s assessment, a valuation allowance equal to the net deferred tax assets was recorded since it is more likely than not that the deferred tax assets will not be realized.
 
The Company has no accrued interest and penalties related to uncertain income tax positions. The Company does not anticipate that the amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. As of June 30, 2020 and December 31, 2019, the Company does not have any significant uncertain tax positions. If incurred, the Company would classify interest and penalties on uncertain tax positions as income tax expense.
 
The Company’s income tax returns generally remain open for examination for three years from the date filed with each taxing jurisdiction.
 
For the period ended May 6, 2019, the Company was a limited liability company, taxed as a partnership. Thus, all of the Company’s income and losses flowed through to the owners. The company converted to a C-corporation, subject to income tax on May 6, 2019, the date of the May Acquisitions.

Note 18 - Major suppliers

The Company sourced approximately 77% of its inventory purchases from three vendors for the six months ended June 30, 2020. The Company sourced approximately 83% of its inventory purchases from one vendor for the six months ended June 30, 2019.

Note 19 - Concentration of credit risk and off-balance sheet risk
 
Cash and cash equivalents and accounts receivable potentially subject the Company to concentrations of credit risk. As of June 30, 2020 and December 31, 2019 the Company’s cash and cash equivalents were deposited in accounts at several financial institutions. The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company may maintain balances with financial institutions in excess of federally insured limits.

The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Accounts receivable from two customers represented 71% of accounts receivable as of June 30, 2020. Accounts receivable from one customer represented 44% of accounts receivable as of December 31, 2019.
 
Two customers represented 39% of gross sales for the six months ended June 30, 2020. None of the Company’s customers represented greater than 10% of gross sales for the six months ended June 30, 2019.
 
Note 20 - Net loss per share
 
Basic and diluted net loss per share attributable to common stockholders is presented using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of compensation cost for future service that has not yet been recognized are collectively assumed to be used to repurchase shares.
 
Basic and diluted net loss per share is calculated by dividing net and comprehensive loss attributable to common stockholders by the weighted-average shares outstanding during the period. For the three and six months ended June 30, 2020 and 2019, the Company’s basic and diluted net and comprehensive loss per share attributable to common stockholders are the same, because the Company has generated a net loss to common stockholders and common stock equivalents are excluded from diluted net loss per share as they have an antidilutive impact.

The following table sets forth basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2020 and 2019:
 
Dollars in thousands except per share amounts

    Six Months Ended June 30,     Three Months Ended June 30,  
      2020      
2019
      2020      
2019
 
Common stockholders                                
Numerator:                                
Net and comprehensive loss
  $ (27,858 )  
$
(164,286
)
 
$
(18,404
)
 
$
(161,506
)
Less: Preferred stock dividends
    68
     
27
     
34
     
27
 
Net and comprehensive loss available to common stockholders
  $ (27,926 )  
$
(164,313
)
 
$
(18,438
)
 
$
(161,533
)
Denominator:
                           
 
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted


48,733,052
     
21,202,188
     
48,939,708
     
30,638,048
 
Net loss per share attributable to common stockholders, basic and diluted  
$
(0.57
)
 
$
(7.75
)
 
$
(0.38
)
 
$
(5.27
)

Note 21 - Subsequent events
 
Revolving line of credit and guarantor warrants
 
On July 16, 2020, the Company received a revolving line of credit in the aggregate amount of $7.5 million (the “ABL Facility”) from Citizens Business Bank, a California banking corporation, pursuant to a business loan agreement (the “ABL Agreement”). The proceeds of the ABL Facility will be used (i) to repay all principal, interest and fees outstanding under the Company’s existing revolving credit facility and (ii) for general corporate purposes.

The ABL Facility matures on July 5, 2022 and bears interest at a variable rate of LIBOR plus 250 basis points, with an interest rate floor of 3.25% per annum. Accrued interest on the ABL Facility is payable monthly, commencing on August 5, 2020. The ABL Facility provides for customary financial covenants that commence on December 31, 2020 and customary events of default. The Company may prepay the principal of the ABL Facility at any time without penalty.

The ABL Facility is secured by a general security interest on the assets of the Company and is personally guaranteed by a member of the Company’s board of directors. In consideration of the personal guaranty, the Company issued common stock purchase warrants to purchase up to 300,000 shares of the Company’s common stock at a price equal to $1.05 per share (the “July 2020 Guarantor Warrants”). The July 2020 Guarantor Warrants are exercisable on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other uplist transaction or (ii) June 30, 2030.
 
Warrant issuances

On July 20, 2020, the Company issued common stock purchase warrants to purchase up to 200,000 shares of the Company’s common stock to two nonemployee directors at a price equal to $1.05 per share (the “July 2020 Director Warrants,” and together with the July 2020 Guarantor Warrants, the “July 2020 Warrants”). The July 2020 Warrants are exercisable on the date of issuance and expire on the earlier of (i) 84 months from the date of the consummation of an underwritten public offering or other uplist transaction or (ii) June 30, 2030.

Common Stock

On July 31, 2020, Better Choice Company Inc. filed a certificate of incorporation with the State of Delaware which increased the number of authorized shares of common stock from 88,000,000 to 200,000,000.

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. The financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are those of Better Choice Company Inc. and its consolidated subsidiaries, collectively, the “Company,” “Better Choice,” “we,” “our,” or “us”. These statements represent projections, beliefs, and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview and Outlook
 
Better Choice Company is a rapidly growing animal health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live heathier, happier and longer lives. We take an alternative, nutrition-based approach to animal health relative to conventional dog and cat food offerings and position our portfolio of brands to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. We have a demonstrated, multi-decade track record of success selling trusted animal health and wellness products and leverage our established digital footprint to provide pet parents with the knowledge to make informed decision about their pet’s health. We sell the majority of our dog food, cat food and treats under the Halo and TruDog brands, which are focused, respectively, on providing sustainably sourced kibble and canned food derived from real whole meat, and minimally processed raw-diet dog food and treats.
 
Our diverse product offering has enabled us to penetrate multiple channels of trade, which we believe provides us with broad demographic exposure and appeal. We group these channels of trade into two distinct categories: retail- partner based (“Retail”), which includes the sale of product to e-commerce retailers, pet specialty chains, grocery, mass and distributors, and direct to consumer (“DTC”), which is focused on driving consumers to directly purchase product through our online web platform. With regard to our channels of trade, the online purchase of pet food continues to take market share from brick and mortar retail, with Packaged Facts reporting internet shopping growing from 7% of U.S. pet product sales in 2015 to 22% in 2019. We believe that the trend toward online shopping will continue, and we will continue to reach a growing base of diverse customers through our DTC and e- commerce partner channels. Because our DTC strategy leverages one-on-one customer relationships and utilizes a targeted, data-driven approach to reach customers, we can gather valuable market and consumer behavior data that will allow our brands to be more competitive in the Retail channel. Conversely, we believe Halo’s long-established relationships with key Retail customers will enable us to more effectively launch additional brands in the rapidly evolving retail environment. In addition, Halo has successfully launched into high growth markets in Asia. We intend to build on that success by expanding our products consumer reach through online marketplaces in these markets based on the DTC team experience.
 
Our marketing strategy is designed to educate consumers about the benefits of our portfolio and build awareness of our products. We deploy a broad set of marketing tools across media, mail and public relations to reach consumers through multiple touch points. Our marketing initiatives include the use of social marketing, social influence marketing, direct response marketing, inbound marketing, email marketing, Search Engine Optimization, Search Engine Marketing, radio, paid media (Facebook, Instagram & YouTube), affiliate marketing, and content marketing, among other proven strategies to generate and convert sales prospects into loyal, satisfied customers. In addition to directly targeting and educating consumers of our products, we partner with a number of online retailers such as Amazon, Chewy, PetSmart and Petco to develop joint sales and marketing initiatives to increase sales and acquire new customers.
 
Our established supply and distribution infrastructure allow us to develop, manufacture and commercialize new products generally in under 12 weeks. We will continue to deliver innovation to expand our product offerings and improve the health and well-being of pets. We leverage our proprietary behavioral database, customer feedback and analytics capabilities to derive valuable insights and launch new products. We recently launched a line extension of our Halo brand to offer vegan alternatives for our customers. In addition to our domestic capabilities, we have partnered with a leading Israeli research and development center, Cannasoul, to create a portfolio of indication- specific intellectual property focused on hemp-derived CBD formulations.

Our experienced management and board members have an established track record across the retail, consumer packaged goods, pet health and wellness industries, and they share a common vision to build the premier provider of health and wellness pet products.
 
The impact that COVID-19 will have on our consolidated results of operations is uncertain. As of July 2020, we have not seen a material decline in sales. We will continue to evaluate the nature and extent of COVID-19’s impact to our business, consolidated results of operations, financial condition and liquidity, and our results presented herein are not necessarily indicative of the results to be expected for future periods in 2020 or the full fiscal year.

Management cannot predict the full impact of the COVID-19 pandemic on our sourcing, manufacturing and distribution of our products or to economic conditions generally, including the effects on consumer spending. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic might end.
 
Fiscal Year End
 
On May 21, 2019, our board of directors approved a change in fiscal year end from August 31 to December 31 to align with the TruPet fiscal year end. The fiscal year change became effective with our 2019 fiscal year, which begins January 1, 2019 and ends December 31, 2019. Following its acquisition by us, Halo has adopted the same fiscal year end.

Components of Our Results of Operations

Net Sales
 
We sell pet food and related items, including private branded freeze dried and dehydrated raw foods, supplements, dental care products for dogs, and treats and accessories for dogs, cats, and pet parents. We sell our products through pet specialty retailers, online retailers, our online portal directly to our consumers and through retail partners in Asia. We have a deep portfolio of premium animal health and wellness products for dogs and cats sold under the Halo, TruDog, TruGold, Rawgo! and Orapup brand names across multiple forms and classes, including foods, treats, toppers, dental products, chews, tinctures, grooming products and supplements.

Key factors that affect our future sales growth include: our continued expansion in Retail and other specialty channels, international expansion and our new product introduction. We recognize revenue to depict the transfer of promised goods to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. We have two categories of revenue channels: Retail, which includes the sale of product to e-commerce retailers, pet specialty chains, grocery, mass and distributors, and DTC, which is focused on driving consumers to directly purchase product through our online web platform.
 
A significant portion of our revenue is derived from the DTC channel which represents 25% of consolidated revenue; the Retail channel represents 75% of consolidated revenue for the six months ended June 30, 2020. The majority of these sales transactions are single performance obligations that are recorded when control is transferred to the customer. DTC revenue is recognized at the time the order is shipped to the DTC customers. For the majority of Retail customers, we recognize revenue when the product is shipped from our distribution centers, when control transfers. For the remaining customers, we defer revenue based on average shipping times to those customers. We record a revenue reserve based on past return rates to account for customer returns.
 
For our DTC loyalty program, a portion of revenue is deferred at the time of the sale as points are earned based on the relative stand-alone selling price, and not recognized until the redemption of the loyalty points, which do not expire. We have applied a redemption rate based on historical experience.

Cost of Goods Sold and Gross Profit
 
Our products are manufactured to our specifications by contracted manufacturing plants using raw materials sourced by our contracted manufacturers. We design our packaging in-house for manufacture by third parties, and packaging is shipped directly to contracted manufacturing plants. We work with our co-manufacturers to secure a supply of raw materials that meet our specifications, such as USA farm-raised beef, GAP 2 certified cage-free whole chicken and associated broths, GAP 2 certified cage-free whole turkey and associated broths, MSC certified wild-caught salmon and MSC certified wild-caught whitefish and associated broths, and select non-GMO fruits and vegetables, such as peas, sweet potatoes and lentils. In addition to procuring raw materials that meet our formulation requirements, our contract manufacturers manufacture, test and package our products. In addition, we intend to directly source the hemp derived CBD oils used in our products from select suppliers to ensure product quality and traceability of the ingredient. CBD oils are shipped to our warehouse and forwarded to our contracted manufacturing partners as needed for production.

Cost of goods sold consists primarily of the cost of product obtained from third-party contract manufacturing plants, packaging materials, CBD oils directly sourced by us, inventory freight for shipping product from third-party contract manufacturing plants to our warehouse and third party fulfillment and royalties. We review inventory on hand periodically to identify damages, slow moving inventory, and/or aged inventory. Based on the analysis, we record inventories at the lower of cost or net realizable value, with any reduction in value expensed as cost of goods sold.

We calculate gross profit as net sales, including any shipping revenue collected from our customers, less cost of goods sold. Our gross profit has been and will continue to be affected by a variety of factors, primarily product sales mix including the addition of Halo branded products, volumes sold, discounts offered to Retail customers and our TLC club members, discounts offered to newly acquired and recurring customers, the cost of our manufactured products, and the cost of freight from the manufacturer to our warehouse. Changes in cost of goods sold and gross profit may be driven by the volume and price of our sales, including the extent of discounts offered, variations in the cost of raw materials and the price we pay for our manufactured products and variations in our freight costs.
 
Operating Expenses
 
General and administrative expenses include management and office personnel compensation and bonuses, share- based compensation, corporate level information technology related costs, rent, travel, professional service fees, costs related to merchant credit card fees, insurance, product development costs, shipping DTC orders to customers and general corporate expenses.
 
Sales and marketing expenses include costs related to compensation for sales personnel, other costs related to the selling platform, as well as marketing, including paid media and content creation expenses. Marketing expenses consist primarily of Facebook and other media ads, and other advertising and marketing costs, all geared towards acquiring new customers and building brand awareness.

Customer service and warehousing costs include the cost of our customer service department, including our in-house call center, and costs associated with warehouse operations, including but not limited to payroll, rent, and warehouse management systems.
 
Interest Expense

On November 4, 2019 and December 19, 2019, we issued $2.8 million and $15.0 million, respectively, in aggregate principal amount of subordinated convertible notes. These notes accrue interest payable in kind until maturity or conversion to equity.
 
On December 19, 2019, we entered into a loan facilities agreement with a private debt lender (the “Facilities Agreement”) that provided for a short term loan facility of $20.5 million and a revolving line of credit not to exceed $7.5 million. The short term loan and revolving line of credit are scheduled to mature on December 19, 2020 or such earlier date on which a demand is made by the agent or any lender.
 
On January 13, 2020, we issued $0.6 million in senior subordinated convertible notes to ABG. These notes accrue interest payable in kind until maturity or conversion to equity.
 
On June 24, 2020, we issued $1.5 million in subordinated convertible promissory notes. These notes accrue interest payable in kind until maturity or conversion to equity.
 
Income Taxes

Our income tax provision consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for any allowable credits, deductions and uncertain tax positions as they arise. We did not record income tax expense for the three and six months ended June 30, 2020 due to the continued losses incurred by us. Prior to the May Acquisitions, TruPet was a limited liability company.

Results of Operations

Six Months Ended June 30, 2020 versus Six Months Ended June 30, 2019

$ in thousands  
2020
    2019
   
Change
    %
 
Net sales
  $
22,167
    $
7,635
    $
14,532
     
190
%
Cost of goods sold
    13,886
     
4,082
     
9,804
     
240
%
Gross profit
    8,281
     
3,553
     
4,728
     
133
%
Operating expenses:
                               
General and administrative expense
    19,650
     
7,174
     
12,476
     
174
%
Share-based compensation
    5,504
     
4,212
     
1,292
     
31
%
Sales and marketing
    3,807
     
5,597
     
(1,790
)
   
(32
%)
Customer service and warehousing
    352
      551       (199 )
   
(36
%)
Total operating expenses
    29,313
     
17,534
     
11,779
     
67
%
Loss from operations
  $ (21,032 )  
$
(13,981
)
 
$
(7,051
)
   
50
%

Net Sales
 
Net sales increased $14.5 million, or 190%, to $22.2 million for the six months ended June 30, 2020 compared to $7.6 million for the six months ended June 30, 2019. Net sales include $15.9 million from Halo for the six months ended June 30, 2020 following the closing of the Halo Acquisition in December 2019. This was partially offset by a $1.5 million decrease for the six months ended June 30, 2020 in net sales related to TruPet as compared to the comparable prior year period.
 
Cost of Goods Sold and Gross Profit

Cost of goods sold increased $9.8 million, or 240%, to $13.9 million for the six months ended June 30, 2020 compared to $4.1 million for the six months ended June 30, 2019. As a percentage of revenue, cost of goods sold increased to 63% during the six months ended June 30, 2020 compared to 53% for the six months ended June 30, 2019. Cost of goods sold includes $11.0 million of Halo product costs for the six months ended June 30, 2020 following the closing of the Halo Acquisition in December 2019. In addition, cost of goods sold during the first two quarters included $0.9 million of non-cash expense related to the amortization of a purchase accounting adjustment to inventory recorded in connection with the Halo Acquisition. These increases were offset by a comparable decrease in cost of goods sold related to the decrease in TruPet sales.

During the six months ended June 30, 2020, gross profit increased $4.7 million, or 133%, to $8.3 million compared to $3.6 million during the six months ended June 30, 2019. Gross profit margin decreased to 37% from 47% for the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Gross profit includes $4.9 million from Halo for the six months ended June 30, 2020, following the closing of the Halo Acquisition. The Halo line of products for the current period carried a profit margin of 31% compared to TruPet’s margin of 56%. TruPet products have higher margins as compared to the Halo product line as Halo’s food and pet food topper products have higher costs than the TruPet dental products. Halo also incurred storage and fulfillment center costs of $0.4 million, an inventory reserve of $0.3 million and product obsolescence costs of $0.3 million due to the nature of Halo’s products.

Operating Expenses

During the six months ended June 30, 2020, general and administrative expenses increased $12.5 million, or 174%, to $19.7 million compared to $7.2 million for the six months ended June 30, 2019. General and administrative expenses include expenses of $2.6 million incurred by Halo for the six months ended June 30, 2020, following the closing of the Halo Acquisition. Halo general and administrative expenses include non-cash amortization of $0.8 million related to the trade name and customer relationship intangible assets acquired as part of the Halo acquisition, salaries and wages and related costs of $1.1 million, as well as other costs such as professional and consulting fees, charitable contributions, and other miscellaneous costs. Better Choice general and administrative expenses accounted for the remaining increase, driven by warrant expense ($10.0 million), consulting and other professional fees ($0.7 million) and salaries and wages and related costs ($1.4 million) as we continued building the infrastructure to support our status as a public company and the expansion of our corporate staff.

During the six months ended June 30, 2020, share-based compensation increased $1.3 million, or 31%, to $5.5 million, as compared to share based compensation of $4.2 million during the six months ended June 30, 2019. The increase was driven by $1.0 million related to a catch up of unrecognized stock-based compensation expense, $0.9 million of add-on warrants issued to two nonemployee directors, and $0.5 million related to restricted shares issued to three nonemployee directors, partially offset by the acceleration of vesting of option awards in connection with the May Acquisitions in the prior year period.

During the six months ended June 30, 2020, sales and marketing expenses, including paid media, decreased $1.8 million, or 32%, to $3.8 million from $5.6 million during the six months ended June 30, 2019. Marketing expenses include $2.0 million incurred by Halo for the six months ended June 30, 2020, following the closing of the Halo Acquisition in December 2019. TruPet’s sales and marketing expenses decreased from $5.6 million for the six months ended June 30, 2019 to $1.8 million for the six months ended June 30, 2020.

During the six months ended June 30, 2020, customer service and warehousing decreased $0.2 million, or 36%, to $0.4 million, as compared to $0.6 million during the six months ended June 30, 2019 due to a reduction in staff and related operating costs.

Interest Expense, Net
 
During the six months ended June 30, 2020, interest expense increased $4.6 million to $4.7 million from $0.1 million for the six months ended June 30, 2019. Interest expense relates primarily to existing and prior indebtedness including short term loans, lines of credit and subordinated convertible notes.
 
Income Taxes
 
No provision has been made for federal and state income taxes prior to the date of the May Acquisitions as the proportionate share of TruPet’s income or loss was included in the personal tax returns of its members as TruPet was a limited liability company. Subsequent to the acquisitions, we, as a corporation are required to provide for income taxes.

The effective tax rate subsequent to the acquisitions is 0%. The effective tax rate differs from the U.S. Federal statutory rate of 21% as our reported losses are offset by a valuation allowance due to uncertainty as to the realization of those losses.
 
Three Months Ended June 30, 2020 versus Three Months Ended June 30, 2019

$ in thousands
  2020
    2019
    Change
    %
 
Net sales
   $ 9,941
     $
4,084
     $
5,857
   
143
%
Cost of goods sold
    5,817
     
2,421
     
3,396
     
140
%
Gross profit
    4,124      
1,663
     
2,461
     
148
%
Operating expenses:
   
                         
General and administrative expense
    11,594
     
5,211
     
6,383
     
122
%
Share-based compensation
    3,020
     
4,006
     
(986
)
   
(25
%)
Sales and marketing
    1,848
     
3,412
     
(1,564
)
   
(46
%)
Customer service and warehousing
    162
      297      
(135
)
   
(45
%)
Total operating expenses
    16,624
     
12,926
     
3,698
     
29
%
Loss from operations
  $ (12,500 )   $
(11,263
)
 
$
(1,237
)
   
11
%
 
Net Sales
 
Net sales increased $5.9 million, or 143%, to $9.9 million for the three months ended June 30, 2020 compared to $4.1 million for the three months ended June 30, 2019. Net sales include $7.0 million from Halo for the three months ended June 30, 2020 following the closing of the Halo Acquisition in December 2019. This was partially offset by a $1.1 million decrease for the three months ended June 30, 2020 in net sales related to TruPet as compared to the comparable prior year period.

Cost of Goods Sold and Gross Profit
 
Cost of goods sold increased $3.4 million, or 140%, to $5.8 million for the three months ended June 30, 2020 compared to $2.4 million for the three months ended June 30, 2019. As a percentage of revenue, cost of goods sold was consistent at 59% during the three months ended June 30, 2020 compared to 59% for the three months ended June 30, 2019. Cost of goods sold includes $4.5 million of Halo product costs for the three months ended June 30, 2020 following the closing of the Halo Acquisition in December 2019. These increases were offset by a comparable decrease in cost of goods sold related to the decrease in TruPet sales.

During the three months ended June 30, 2020, gross profit increased $2.5 million, or 148%, to $4.1 million compared to $1.7 million during the three months ended June 30, 2019. Gross profit margin was consistent at 41% for the three months ended June 30, 2020 and the three months ended June 30, 2019. Gross profit includes $2.4 million from Halo for the three months ended June 30, 2020, following the closing of the Halo Acquisition. The Halo line of products for the current period carried a profit margin of 35% compared to TruPet’s margin of 58%. TruPet products have higher margins as compared to the Halo product line as Halo’s food and pet food topper products have higher costs than the TruPet dental products. Halo also incurred storage and fulfillment center costs of $0.2 million, an inventory reserve of $0.1 million and product obsolescence costs of $0.1 million due to the nature of Halo’s products.

Operating Expenses

During the three months ended June 30, 2020, general and administrative expenses increased $6.4 million, or 122%, to $11.6 million compared to $5.2 million for the three months ended June 30, 2019. General and administrative expenses include expenses of $1.2 million incurred by Halo for the three months ended June 30, 2020, following the closing of the Halo Acquisition. Halo general and administrative expenses include non-cash amortization of $0.4 million related to the trade name and customer relationship intangible assets acquired as part of the Halo acquisition, salaries and wages and related costs of $0.5 million, as well as other costs such as professional and consulting fees, charitable contributions, and other miscellaneous costs. Better Choice general and administrative expenses accounted for the remaining increase, driven by warrant expense ($7.5 million), and salaries and wages and related costs ($0.8 million) as we continued building the infrastructure to support our status as a public company and the expansion of our corporate staff, partially offset by lower consulting and other professional fees ($0.4 million).

During the three months ended June 30, 2020, share-based compensation decreased $1.0 million, or 25%, to $3.0 million, as compared to share-based compensation of $4.0 million during the three months ended June 30, 2019. The decrease was driven by the acceleration of vesting of option awards in connection with the May Acquisitions in the prior year period.

During the three months ended June 30, 2020, sales and marketing expenses, including paid media, decreased $1.6 million, or 46%, to $1.8 million from $3.4 million during the three months ended June 30, 2019. Marketing expenses include $1.1 million incurred by Halo for the three months ended June 30, 2020, following the closing of the Halo Acquisition in December 2019. TruPet’s sales and marketing expenses decreased from $3.4 million for the three months ended June 30, 2019 to $0.7 million for the three months ended June 30, 2020.

During the three months ended June 30, 2020, customer service and warehousing decreased $0.1 million, or 45%, to $0.2 million, as compared to $0.3 million during the three months ended June 30, 2019 due to a reduction in staff and related operating costs.
 
Interest Expense, Net
 
During the three months ended June 30, 2020, interest expense increased $2.4 million to $2.4 million from less than $0.1 million for the three months ended June 30, 2019. Interest expense relates primarily to existing and prior indebtedness including short term loans, lines of credit and subordinated convertible notes.

Income Taxes
 
No provision has been made for federal and state income taxes prior to the date of the May Acquisitions as the proportionate share of TruPet’s income or loss was included in the personal tax returns of its members as TruPet was a limited liability company. Subsequent to the acquisitions, we, as a corporation are required to provide for income taxes.

The effective tax rate subsequent to the acquisitions is 0%. The effective tax rate differs from the U.S. Federal statutory rate of 21% as our reported losses are offset by a valuation allowance due to uncertainty as to the realization of those losses.
 
Liquidity and Capital Resources

Since our founding, we have financed our operations primarily through sales of member units while a limited liability company, sales of shares of our common stock and warrants since becoming a corporation, preferred stock and loans. On June 30, 2020 and December 31, 2019, we had cash and cash equivalents and restricted cash of $3.5 million and $2.5 million, respectively.

We are subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. In late 2019, a novel strain of coronavirus (“COVID-19”) began to spread globally. Uncertainties regarding the economic impact of COVID-19 are likely to result in sustained market turmoil, which could negatively impact our business, financial condition, and cash flows.

We have incurred losses over the last three years and has an accumulated deficit. We expect to continue to generate operating losses and consume significant cash resources for the foreseeable future. Without additional financing, these conditions raise substantial doubt about our ability to continue as a going concern, meaning that we may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. We are implementing plans to achieve cost savings and other strategic objectives to address these conditions. We expect cost savings from consolidation of third-party manufacturers, optimizing shipping and warehousing as well as overhead cost reductions. The business is focused on growing the most profitable channels while reducing investments in areas that are expected to have lower long-term benefits.
 
If we seek additional financing to fund our business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to raise the necessary funds when needed or achieve planned cost savings, or other strategic objectives are not achieved, we may not be able to continue our operations, or we could be required to modify our operations that could slow future growth. The accompanying interim condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should we be unable to continue as a going concern.

A summary of our cash flows for the six months ended June 30, 2020 and 2019 is as follows:


 
Six Months Ended June 30,
 
$ in thousands   2020
    2019
 
Cash flows (used in) provided by:            
Operating activities
  $ (2,168 )  
$
(8,481
)
Investing activities
    (6 )    
1,870
 
Financing activities
    3,127      
13,927
 
Net increase in cash and cash equivalents and restricted cash
  $ 953    
$
7,316
 

Cash flows from Operating Activities

Cash used in operating activities consisted of net loss adjusted for non-cash items such as share-based compensation expense and depreciation and amortization as well as changes in working capital and other activities.
 
Cash used in operating activities decreased $6.3 million, or 74%, during the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Cash used in operating activities was $2.2 million for the six months ended June 30, 2020, which consisted of the net loss from operations of $27.9 million, partially offset by $10.2 million in shares issued for services, $5.5 million of share-based compensation, $2.4 million for amortization of debt issuance costs and discounts, $0.9 million in depreciation and amortization, $2.1 million in the change in fair value warrant derivative liability, $0.9 million of payments in kind interest, $0.6 million of contract termination costs, less than $0.1 million in the increase in fair value of warrants in connection with modification to exercise price, and a combined $3.1 million of net cash generated from changes in operating assets and liabilities.
 
Cash flows from Investing Activities
 
Cash used in investing activities was less than $0.1 million during the six months ended June 30, 2020. Cash provided by operating activities was $1.8 million during the six months ended June 30, 2019.The cash used in investing activities for the six months ended June 30, 2020 is related to the purchase of property and equipment. The cash flow from investing activities for the six months ended June 30, 2019 is primarily due to cash acquired in the merger, partially offset by cash used to pay security deposits and purchase property and equipment.

Cash flows from Financing Activities
 
Cash provided by financing activities was $3.1 million for the six months ended June 30, 2020 compared to cash provided of $13.9 million during the six months ended June 30, 2019. The cash flow from financing activities for the six months ended June 30, 2020 was provided by proceeds from the revolving line of credit of $0.8 million, proceeds from the PPP loans of $0.8 million and proceeds of $1.5 million from the June 2020 Notes. Net cash provided during the six months ended June 30, 2019 was related to proceeds from a private issuance of public equity and proceeds from private placement of Series A Preferred Units, partially offset by a repayment of a cash advance. For details about the terms, covenants and restrictions contained in the Facilities Agreement and the subordinated convertible notes, see “Note 10 - Debt” to our interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

We have identified significant accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to its financial condition or results of operations under different conditions or using different assumptions. Our most critical accounting policies are related to revenue recognition, valuation of long-lived and intangible assets, share-based compensation, and the accounting for convertible notes, warrants and business combinations. Details regarding our use of these policies and the related estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on May 1, 2020,
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this Item.
 
ITEM 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
Management evaluated its internal control over financial reporting for the quarter ended June 30, 2020. Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2020. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses described in the Company’s Annual Report on Form 10-K are remediated.
 
Changes in Internal Control Over Financial Reporting

As part of our acquisition of Halo, the existing Halo finance team will support the process of bringing current outsourced processes in house. Additionally, the Company hired the Principal Financial and Accounting Officer of the Company, effective May 12, 2020, to help improve internal control over financial reporting. There were no other changes in internal control over financial reporting during the fiscal quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.
LEGAL PROCEEDINGS
 
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A.
RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A. of Part 1 of our Form 10-K for the Fiscal Year Ended December 31, 2019. While we believe there have been no material changes from the risk factors previously disclosed in such Form 10-K, you should carefully consider, in addition to the other information set forth in this report, the risk factors discussed in our Annual Report that could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks facing our Company. In addition to risks and uncertainties inherent in forward-looking statements contained in this Report on Form 10-Q, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
We have previously disclosed all sales of securities without registration under the Securities Act of 1933, as amended.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.
 
ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION
 
None.
 
ITEM 6.
EXHIBITS
 
The following exhibits are filed herewith.

EXHIBIT INDEX
 
Exhibit
Exhibit Description
Form
File
No.
Exhibit
Filing
date
Filed /
Furnished
Herewith
Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc. and Bona Vida, Inc.
8-K
333-161943
2.1
05/10/2019
 
             
First Amendment to Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc., and Bona Vida, Inc., dated May 3, 2019
8-K
333-161943
2.2
05/10/2019
 
             
Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC
8-K
333-161943
2.3
05/10/2019
 
             
First Amendment to Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC, dated May 6, 2019
8-K
333-161943
2.4
05/10/2019
 
             
Amended and Restated Stock Purchase Agreement, dated December 18, 2019, by and among the Company, Halo, Purely For Pets, Inc., Thriving Paws, LLC and HH-Halo LP
8-K
333-161943
2.1
12/26/2019
 
             
Certificate of Incorporation, dated January 1, 2019
10-Q
333-161943
3.1
04/15/2019
 
             
Certificate of Amendment to Certificate of Incorporation, dated February 1, 2019
10-Q
333-161943
3.2
04/15/2019
 
             
Certificate of Amendment to Certificate of Incorporation, dated March 13, 2019
8-K
333-161943
3.1
03/20/2019
 
             
Certificate of Amendment to Certificate of Incorporation, dated April 18, 2019
10-KT
333-161943
3.5
07/25/2019
 
             
3.5 Certificate of Amendment to Certificate of Incorporation, dated July 30, 2020 8-K 333-161943 99.1 07/30/2020  
             
Certificate of Merger of Sport Endurance, Inc. with and into the Company
10-Q
333-161943
3.4
04/15/2019
 
             
Bylaws
10-Q
333-161943
3.5
04/15/2019
 
             
Amended and Restated Certificate of Designation for Series E Convertible Preferred Stock
8-K
333-161943
3.1
05/23/2019
 
             
Form of Common Stock Purchase Warrant in connection with the May 2019 private placement
8-K
333-161943
4.1
04/30/2019
 
             
Form of Tranche 1 Common Stock Purchase Warrant, dated September 17, 2019, by and between the Registrant and Bruce Linton
8-K
333-161943
4.1
09/23/2019
 
             
Form of Tranche 2 Common Stock Purchase Warrant, dated September 17, 2019, by and between the Company and Bruce Linton
8-K
333-161943
4.2
09/23/2019
 

Exhibit
Exhibit Description
Form
File
No.
Exhibit
Filing
date
Filed /
Furnished
Herewith
Form of Additional Common Stock Purchase Warrant, dated September 17, 2019, by and between the Company and Bruce Linton
8-K
333-161943
4.3
09/23/2019
 
             
Form of Subordinated Convertible Promissory Note in connection with the November 2019 private placement
8-K
333-161943
4.1
11/15/2019
 
             
Form of Common Stock Purchase Warrant in connection with the November 2019 private placement
8-K
333-161943
4.2
11/15/2019
 
             
Form of Subordinated Convertible Promissory Note, dated December 19, 2019, by and among the Company and the Halo Sellers listed on the signature pages thereto
10-Q
333-161943
4.7
01/31/2020
 
             
Form of Common Stock Purchase Warrant, dated December 19, 2019, by and among the Company and the Halo Sellers
10-Q
333-161943
4.8
01/31/2020
 
             
Form of Common Stock Purchase Warrant, dated December 19, 2019, by and among the Company and the Shareholder Personal Guarantors
10-Q
333-161943
4.10
01/31/2020
 
             
Form of Common Stock Purchase Warrant Agreement in connection with the December 2018 private placement
8-K
333-161943
4.1
12/13/2018
 
             
Form of Common Stock Purchase Warrant in connection with the June 2020 private placement.
10-Q
333-161943
4.11
06/25/2020

             
4.12
Form of Subordinated Convertible Promissory Note in connection with the June 2020 private placement.
10-Q
333-161943 4.12
06/25/2020
             
4.13
Form of Subscription Agreement in connection with the June 2020 private placement.
10-Q
333-161943 4.13
06/25/2020
             
4.14
Form of Registration Rights Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the June 2020 private placement.
10-Q
333-161943 4.14
06/25/2020
             
4.15
Form of Amendment to November 2019 Notes, Seller Notes and ABG Notes

      *
             
4.16
Form of July 2020 Common Stock Purchase Warrants
8-K
333-161943
10.5
07/21/2020
 
             
Loan Agreement dated May 6, 2019, between the Company and Franklin Synergy Bank
8-K
333-161943
10.1
05/10/2019
 
             
Security Agreement dated May 6, 2019, between the Company and Franklin Synergy Bank
8-K
333-161943
10.2
05/10/2019
 
             
Guaranty Agreement, dated April 8, 2019, by TruPet LLC in favor of Franklin Synergy Bank
S-1
333-234349
10.17
10/28/2019
 
             
Form of Revolving Line of Credit Promissory Note dated 2019
8-K
333-161943
10.3
05/10/2019
 
             
Guaranty Agreement, dated April 8, 2019, by Bona Vida, Inc. in favor of Franklin Synergy Bank
S-1
333-234349
10.16
10/28/2019
 
             
Loan Facilities Credit Letter Agreement, dated December 19, 2019, by and among the Better Choice Company Inc., Halo, Purely for Pets, Inc., Bona Vida Inc., TruPet LLC and Bridging Finance Inc., as agent.
10-Q
333-161943
10.1
01/31/2020
 
             
Pledge and Security Agreement, dated December 19, 2019, by and among the Company, Halo, Purely or Pets, Inc., Bona Vida, Inc., TruPet LLC and Bridging Finance Inc., as Administrative Agent
10-Q
333-161943
10.2
01/31/2020
 
             
Continuing Guaranty of Halo, Purely for Pets, Inc., Bona Vida Inc., TruPet LLC, dated December 19, 2019
10-Q
333-161943
10.3
01/31/2020
 
             
Form of Subscription Agreement, dated December 19, 2019, by and among the Company and the Halo Sellers
10-Q
333-161943
10.6
01/31/2020
 

Exhibit
Exhibit Description
Form
File No.
Exhibit
Filing
date
Filed /
Furnished
Herewith
Continuing Personal Guaranty of John Word, Lori Taylor and Michael Young, dated December 19, 2019
10-Q
333-161943
10.4
01/31/2020
 
             
Registration Rights Agreement, dated May 6, 2019, by and among the Company and the persons listed on the signature pages thereto in connection with the May 2019 private placement
S-1
333-234349
10.2
10/28/2019
 
             
First Amendment, dated June 10, 2019, to Registration Rights Agreement, dated May 6, 2019, by and among the Company and the stockholders party thereto
S-1
333-234349
10.3
10/28/2019
 
             
Form of Subscription Agreement dated April 25, 2019 in connection with the May 2019 private placement
8-K
333-161943
10.1
04/30/2019
 
             
Registration Rights Agreement, dated as of May 6, 2019, by and among Better Choice Company Inc. and the former stockholders of Bona Vida listed on the signature pages thereto
8-K
333-161943
4.1
05/10/2019