Subsequent Events	3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent Events Bank of America Loan Agreement On April 8, 2022, the Company entered into a Loan Agreement with Bank of America, N.A. (BofA), with an effective date of March 31, 2022. Under the terms of the Loan Agreement, BofA will provide a revolving line of credit to the Company in the amount of $15.0 million (the Line of Credit). Under the Loan Agreement, the Company may repay principal amounts and reborrow them as necessary, up through March 31, 2027 (the Expiration Date). Outstanding borrowings under the Loan Agreement will be subject to interest at a rate equal to the Bloomberg Short-Term Bank Yield Index rate (BSBY), plus 1.50 percentage points, adjusted on the first day of each month (the Adjustment Date). Interest is calculated on the basis of a 360-day year and the actual number of days elapsed. The Company will pay interest on any outstanding borrowings beginning April 30, 2022, and then on the same day of each month thereafter, until all principal outstanding is repaid under the Loan Agreement. Should the first day of a calendar month fall on a day that is not a banking day, then the Adjustment Date shall be the first banking day immediately following thereafter. The Line of Credit is subject to an Unused Commitment Fee equal to 0.2% per year. The Unused Commitment Fee is due on May 1, 2022, and on the same day each following quarter until the expiration of the Loan Agreement. As a sub-facility under the Line of Credit, the Lender will provide up to $6.0 million in commercial and standby letters of credit (the Letters of Credit). Any outstanding and undrawn Letters of Credit shall be reserved under the Line of Credit and such amount shall not be available for borrowings. Letters of Credit issued under the Loan Agreement are subject to BofA’s customary issuance, presentation, amendment and other processing fees, and other standard costs and charges. All borrowings under the Loan Agreement are guaranteed by Thorne Research, Inc., a subsidiary of the Company, and secured by substantially all personal property of the company, including depository accounts, receivables, inventory, equipment, general intangibles, and other unencumbered assets. Upon the occurrence of any default, all outstanding and unpaid amounts, including unpaid interest, fees, or costs will bear interest at a rate equal the then effective interest rate, plus 6.0 percentage points. The Loan Agreement is subject to customary covenants, including the following financial covenants: i. Consolidated Total Leverage to EBITDA Ratio: maintain a consolidated Funded Debt to EBITDA not exceeding 2.5:1.0. Funded Debt is defined as all outstanding liabilities for borrowed money (including any outstanding Letters ii. Consolidated Fixed Charge Coverage Ratio: maintain a consolidated Fixed Charge Coverage Ratio of at least 1.25:1.0. Consolidated Fixed Charge Coverage Ratio is defined as the ratio of (a) consolidated EBITDA, less the amount of unfinanced capital expenditures, plus rental expense for such period, to (b) the sum of Federal/state/local taxes, interest expense, lease expense, rent expense, the current portion of long term debt, the current portion of finance lease obligations, and any Restricted Payments incurred or made during the period. The Company incurred and paid an origination loan fee at the closing on April 8, 2022, of $15 thousand. Material Contract On April 21, 2022, the Company entered into an Authorized Reseller Agreement (Reseller Agreement) with Pattern, Inc., (Pattern) with an effective date of April 18, 2022. The Reseller Agreement replaces and supersedes the previous reseller agreement entered into November 25, 2019. The new agreement sets forth updated terms and conditions, including pricing revisions, purchase commitments, marketing commitments and operating terms for the reselling arrangement. The Reseller Agreement has an initial term through December 31, 2022, which may be extended at the sole discretion of Pattern for two additional one-year periods. Pattern is required to provide their election to extend the Reseller Agreement for the first one-year term no later than 60 days after the effective date. Should Pattern elect to extend for the second one-year term, notice is required to be provided no later than April 1, 2023. During the months ended March 31, 2022 and 2021, Pattern represented 32.6% and 31.4% of the Company's total sales. There were no other subsequent events requiring recognition or disclosure in the accompanying consolidated financial statements.

On April 8, 2022, the Company entered into a Loan Agreement with Bank of America, N.A. (BofA), with an effective date of March 31, 2022. Under the terms of the Loan Agreement, BofA will provide a revolving line of credit to the Company in the amount of $15.0 million (the Line of Credit). Under the Loan Agreement, the Company may repay principal amounts and reborrow them as necessary, up through March 31, 2027 (the Expiration Date). Outstanding borrowings under the Loan Agreement will be subject to interest at a rate equal to the Bloomberg Short-Term Bank Yield Index rate (BSBY), plus 1.50 percentage points, adjusted on the first day of each month (the Adjustment Date). Interest is calculated on the basis of a 360-day year and the actual number of days elapsed. The Company will pay interest on any outstanding borrowings beginning April 30, 2022, and then on the same day of each month thereafter, until all principal outstanding is repaid under the Loan Agreement. Should the first day of a calendar month fall on a day that is not a banking day, then the Adjustment Date shall be the first banking day immediately following thereafter. The Line of Credit is subject to an Unused Commitment Fee equal to 0.2% per year. The Unused Commitment Fee is due on May 1, 2022, and on the same day each following quarter until the expiration of the Loan Agreement.

As a sub-facility under the Line of Credit, the Lender will provide up to $6.0 million in commercial and standby letters of credit (the Letters of Credit). Any outstanding and undrawn Letters of Credit shall be reserved under the Line of Credit and such amount shall not be available for borrowings. Letters of Credit issued under the Loan Agreement are subject to BofA’s customary issuance, presentation, amendment and other processing fees, and other standard costs and charges.

All borrowings under the Loan Agreement are guaranteed by Thorne Research, Inc., a subsidiary of the Company, and secured by substantially all personal property of the company, including depository accounts, receivables, inventory, equipment, general intangibles, and other unencumbered assets.

Upon the occurrence of any default, all outstanding and unpaid amounts, including unpaid interest, fees, or costs will bear interest at a rate equal the then effective interest rate, plus 6.0 percentage points.

The Loan Agreement is subject to customary covenants, including the following financial covenants:

Consolidated Total Leverage to EBITDA Ratio: maintain a consolidated Funded Debt to EBITDA not exceeding 2.5:1.0. Funded Debt is defined as all outstanding liabilities for borrowed money (including any outstanding Letters

ii.

Consolidated Fixed Charge Coverage Ratio: maintain a consolidated Fixed Charge Coverage Ratio of at least 1.25:1.0. Consolidated Fixed Charge Coverage Ratio is defined as the ratio of (a) consolidated EBITDA, less the amount of unfinanced capital expenditures, plus rental expense for such period, to (b) the sum of Federal/state/local taxes, interest expense, lease expense, rent expense, the current portion of long term debt, the current portion of finance lease obligations, and any Restricted Payments incurred or made during the period.

The Company incurred and paid an origination loan fee at the closing on April 8, 2022, of $15 thousand.

On April 21, 2022, the Company entered into an Authorized Reseller Agreement (Reseller Agreement) with Pattern, Inc., (Pattern) with an effective date of April 18, 2022. The Reseller Agreement replaces and supersedes the previous reseller agreement entered into November 25, 2019. The new agreement sets forth updated terms and conditions, including pricing revisions, purchase commitments, marketing commitments and operating terms for the reselling arrangement. The Reseller Agreement has an initial term through December 31, 2022, which may be extended at the sole discretion of Pattern for two additional one-year periods. Pattern is required to provide their election to extend the Reseller Agreement for the first one-year term no later than 60 days after the effective date. Should Pattern elect to extend for the second one-year term, notice is required to be provided no later than April 1, 2023. During the months ended March 31, 2022 and 2021, Pattern represented 32.6% and 31.4% of the Company's total sales.

There were no other subsequent events requiring recognition or disclosure in the accompanying consolidated financial statements.