UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 10, 2022, Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1, and the Company's financial information tables for the third quarter ended September 30, 2022 are furnished as Exhibit 99.2, to this Current Report on Form 8-K and are incorporated herein by reference.
The information furnished in this Form 8-K, the press release attached as Exhibit 99.1, and the financial information attached as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in the press release attached as Exhibit 99.1, and in the financial information attached as Exhibit 99.2, shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Arcadia Biosciences Announces Third-Quarter 2022 Financial Results and Business Highlights |
99.2 |
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Arcadia Biosciences Third-Quarter 2022 Financial Information |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ARCADIA BIOSCIENCES, INC. |
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Date: |
November 10, 2022 |
By: |
/s/ PAMELA HALEY |
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Pamela Haley, Chief Financial Officer |
Exhibit 99.1
Arcadia Biosciences (RKDA) Announces Strong Third Quarter 2022
Financial Results and Business Highlights
-- GoodWheatTM Pasta distribution doubles from Q2 --
-- Gross margins improve to 28% --
-- Streamlined operations focus on higher-margin brands --
DAVIS, Calif. (November 10, 2022) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, today released its financial and business results for the third quarter of 2022.
“We’ve made significant progress this year transitioning Arcadia to a leaner, more focused organization,” said Stan Jacot, president and CEO of Arcadia Biosciences. “And we continue to lay the groundwork for long-term growth and profitability as we execute on our three-year strategy, Project Greenfield.
“Our GoodWheatTM launch is outperforming expectations, having already reached our year-end goal of 1,000 stores, and acceptance continues to grow. And we’ve streamlined the business to focus on our higher-margin brands, which included divesting the Saavy Naturals brand and our manufacturing facility. As a result, we’ve more than doubled our margins quarter-over-quarter in Q3, validating our ability to grow the business while keeping costs under control.”
Arcadia Biosciences, Inc.
Financial Snapshot
(Unaudited)
($ in thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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Favorable / |
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2022 |
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2021 |
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Favorable / |
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$ |
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% |
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$ |
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% |
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Total revenues |
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1,878 |
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2,376 |
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(498 |
) |
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(21 |
)% |
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8,956 |
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4,609 |
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4,347 |
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94 |
% |
Total operating expenses |
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6,458 |
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11,089 |
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4,631 |
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42 |
% |
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21,941 |
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26,331 |
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4,390 |
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17 |
% |
Loss from operations |
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(4,580 |
) |
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(8,713 |
) |
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4,133 |
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47 |
% |
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(12,985 |
) |
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(21,722 |
) |
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8,737 |
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40 |
% |
Net loss attributable to common stockholders |
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(2,867 |
) |
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(2,175 |
) |
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(692 |
) |
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(32 |
)% |
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(11,132 |
) |
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(5,378 |
) |
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(5,754 |
) |
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(107 |
)% |
More detailed financial statements are included in the Form 8-K filed today, available in the Investors section of the company’s website under SEC Filings.
1
Revenues
In the third quarter of 2022, revenues were $1.9 million, compared to $2.4 million in the third quarter of 2021 – a $498,000 decrease driven primarily by lower body care and GLA revenue, partially offset by GoodWheat pasta sales. Revenues for the first nine months of 2022 were $9.0 million, compared to $4.6 million in the first nine months of 2021. The increase was driven by higher coconut water and body care products, along with GoodWheat pasta and grain sales.
Operating Expenses
In the third quarter of 2022, operating expenses were $6.5 million compared to $11.1 million in the third quarter of 2021, and the first nine months of 2022 operating expenses were $21.9 million compared to $26.3 million in the first nine months of 2021.
Cost of revenues in the third quarter of 2022 were $1.3 million, or $1.2 million lower than $2.5 million in the third quarter of 2021, primarily driven by lower revenues and lower inventory write-downs. Cost of revenues for the first nine months of 2022 were $8.3 million, or $3.3 million higher than $5.0 million in the first nine months of 2021, the result of higher revenues.
Research and development (R&D) spending decreased by $783,000 and $2.3 million for the three and nine months ended September 30, 2022, respectively, compared to the same periods in 2021, as a result of the company’s focus on commercialization, which has led to lower employee-related expenses and research-related activity costs.
Selling, general and administrative (SG&A) costs for the three and nine months ended September 30, 2022 were $1.5 million and $2.9 million lower than in the three and nine months ended September 30, 2021, respectively, primarily driven by lower employee expenses, lease expense and consulting fees. Acquisition fees recognized in 2021 were not present in 2022.
Net Income Attributable to Common Stockholders
Net loss attributable to common stockholders for the third quarter of 2022 was $2.9 million, or $0.12 per share, a $692,000 increase from the $2.2 million, or $0.10 per share, net loss for the third quarter of 2021. The loss from operations in the third quarter of 2022 was $4.1 million less than in the third quarter of 2021, primarily due to lower cost of revenues, SG&A expenses and impairment of property and equipment. This favorability was mostly offset by $2.9 million lower non-cash income from the change in the fair value of common stock warrant and option liabilities and the $1.1 million gain on extinguishment of a PPP loan in 2021 that was not applicable to 2022.
Net loss attributable to common stockholders for the first nine months of 2022 was $11.1 million, or $0.48 per share, a $5.7 million increase from the $5.4 million, or $0.26 per share, net loss for the first nine months of 2021. The loss from operations in third quarter year to date 2022 was $8.7 million less than third quarter year to date 2021, primarily due to lower SG&A expenses, R&D expenses and impairment of property and equipment, as well as the gain on sale of Verdeca in 2022. The remeasurement and sale of Bioceres stock in the first and second quarters of 2021 impacted net loss attributable to common stockholders significantly with a gain of $10.2 million in the first nine months of 2021. No such gain was recorded in 2022. In addition, the non-cash income of a change in fair value of common stock warrant and option liabilities
2
was $2.7 million lower in the first nine months of 2022 compared to the same period in 2021, and 2021 included a gain on the extinguishment of a PPP loan in the amount of $1.1 million that was not applicable to 2021.
Conference Call and Webcast
The company has scheduled a conference call for 4:30 p.m. Eastern (1:30 p.m. Pacific) today, November 10, to discuss third quarter financial results and key strategic achievements.
Interested participants can join the conference call using the following numbers:
U.S. Toll-Free Dial-In: +1-866-374-5140
International Dial-In: +1-404-400-0571
Passcode: 14010760
A live webcast of the conference call will be available on the “Investors” section of Arcadia’s website at www.arcadiabio.com. Following completion of the call, a recorded replay will be available on the company’s investor website.
About Arcadia Biosciences, Inc.
Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating crops to provide high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products that make every body feel good, inside and out. The company’s food, beverage and body care products include GoodWheat™, Zola® coconut water, ProVault™ topical pain relief and SoulSpring™ bath and body care. For more information, visit www.arcadiabio.com.
Safe Harbor Statement
“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release and the accompanying conference call contain forward-looking statements about the company and its products, including statements relating to the company’s growth, profitability, operating costs, financial success and commercialization of products. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the company’s and its partners’ and affiliates’ ability to develop and sell commercial products incorporating its traits and to complete the regulatory review process for such products; consumer demand for its products; the company’s compliance with laws and regulations that impact the company’s business, including the sale of products containing CBD, and changes to such laws and regulations; the growth of the global wheat market; its ability to continue to make acquisitions and execute on divestitures in accordance with its business strategy or effectively manage the growth from acquisitions; the potential impact of COVID-19 on its business; and the company’s future capital requirements and ability to satisfy its capital needs. Further information regarding these and other factors that could affect the company’s financial results is included in filings the company makes with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” and additional information that will be set forth in its Form 10-K for the year ended
3
December 31, 2021, and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. undertakes no duty to update this information.
Arcadia Biosciences Contact:
T.J. Schaefer
ir@arcadiabio.com
# # #
4
Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
1
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September 30, 2022 |
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December 31, 2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
22,719 |
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$ |
28,685 |
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Accounts receivable and other receivables, net of allowance for doubtful accounts of |
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2,726 |
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1,370 |
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Inventories, net — current |
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3,342 |
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4,433 |
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Assets held for sale |
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254 |
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— |
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Prepaid expenses and other current assets |
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990 |
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900 |
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Total current assets |
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30,031 |
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35,388 |
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Property and equipment, net |
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848 |
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2,291 |
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Right of use asset |
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2,073 |
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3,081 |
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Inventories, net — noncurrent |
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984 |
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2,494 |
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Intangible assets, net |
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373 |
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484 |
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Other noncurrent assets |
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165 |
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180 |
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Total assets |
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$ |
34,474 |
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$ |
43,918 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
2,748 |
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$ |
3,638 |
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Amounts due to related parties |
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47 |
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64 |
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Operating lease liability — current |
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986 |
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1,074 |
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Other current liabilities |
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270 |
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264 |
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Total current liabilities |
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4,051 |
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|
5,040 |
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Operating lease liability — noncurrent |
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1,269 |
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2,220 |
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Common stock warrant and option liabilities |
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2,135 |
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3,392 |
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Other noncurrent liabilities |
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2,000 |
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|
2,070 |
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Total liabilities |
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9,455 |
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|
12,722 |
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Commitments and contingencies (Note 15) |
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Stockholders’ equity: |
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Common stock, $0.001 par value—150,000,000 shares authorized as |
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65 |
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63 |
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Additional paid-in capital |
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278,618 |
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|
257,515 |
|
Accumulated deficit |
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(253,615 |
) |
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|
(226,485 |
) |
Total stockholders’ equity |
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25,068 |
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|
31,093 |
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Non-controlling interest |
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|
(49 |
) |
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|
103 |
|
Total stockholders' equity |
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|
25,019 |
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|
|
31,196 |
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Total liabilities and stockholders’ equity |
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$ |
34,474 |
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$ |
43,918 |
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2
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues: |
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Product |
|
$ |
1,851 |
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$ |
2,324 |
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$ |
7,967 |
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$ |
4,506 |
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Royalty |
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|
17 |
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|
35 |
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|
117 |
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|
|
86 |
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License |
|
|
10 |
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|
|
17 |
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|
|
872 |
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|
|
17 |
|
Total revenues |
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|
1,878 |
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|
|
2,376 |
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|
|
8,956 |
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|
|
4,609 |
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Operating expenses (income): |
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Cost of revenues |
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1,344 |
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|
|
2,511 |
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|
|
8,250 |
|
|
|
4,954 |
|
Research and development |
|
|
255 |
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|
|
1,038 |
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|
|
1,009 |
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|
|
3,328 |
|
Gain on sale of Verdeca |
|
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— |
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|
|
— |
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|
(1,138 |
) |
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|
— |
|
Impairment of intangible assets |
|
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— |
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|
120 |
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|
72 |
|
|
|
120 |
|
Change in fair value of contingent consideration |
|
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— |
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|
|
— |
|
|
|
(70 |
) |
|
|
(140 |
) |
Impairment of property and equipment |
|
|
24 |
|
|
|
1,108 |
|
|
|
370 |
|
|
|
1,319 |
|
(Gain) loss on sale of property and equipment |
|
|
— |
|
|
|
— |
|
|
|
(386 |
) |
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|
17 |
|
Selling, general and administrative |
|
|
4,835 |
|
|
|
6,312 |
|
|
|
13,834 |
|
|
|
16,733 |
|
Total operating expenses |
|
|
6,458 |
|
|
|
11,089 |
|
|
|
21,941 |
|
|
|
26,331 |
|
Loss from operations |
|
|
(4,580 |
) |
|
|
(8,713 |
) |
|
|
(12,985 |
) |
|
|
(21,722 |
) |
Interest income (expense) |
|
|
95 |
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|
|
(15 |
) |
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123 |
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|
|
(23 |
) |
Other income (expense), net |
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|
43 |
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(7 |
) |
|
|
13 |
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|
|
10,214 |
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Change in fair value of common stock warrant and option liabilities |
|
|
1,880 |
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|
4,777 |
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|
|
1,880 |
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|
|
4,601 |
|
Gain on extinguishment of PPP loan |
|
|
— |
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|
1,123 |
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|
|
— |
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|
1,123 |
|
Issuance and offering costs |
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|
(314 |
) |
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|
— |
|
|
|
(314 |
) |
|
|
(769 |
) |
Net loss before income taxes |
|
|
(2,876 |
) |
|
|
(2,835 |
) |
|
|
(11,283 |
) |
|
|
(6,576 |
) |
Income tax provision |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Net loss |
|
|
(2,877 |
) |
|
|
(2,836 |
) |
|
|
(11,284 |
) |
|
|
(6,577 |
) |
Net loss attributable to non-controlling interest |
|
|
(10 |
) |
|
|
(661 |
) |
|
|
(152 |
) |
|
|
(1,199 |
) |
Net loss attributable to common stockholders |
|
$ |
(2,867 |
) |
|
$ |
(2,175 |
) |
|
$ |
(11,132 |
) |
|
$ |
(5,378 |
) |
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.12 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.26 |
) |
Weighted-average number of shares used in per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
24,552,543 |
|
|
|
22,177,423 |
|
|
|
22,984,816 |
|
|
|
20,976,105 |
|
Other comprehensive loss, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
— |
|
|
|
(12 |
) |
|
|
— |
|
|
|
(24 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
(12 |
) |
|
|
— |
|
|
|
(24 |
) |
Comprehensive loss attributable to common stockholders |
|
$ |
(2,867 |
) |
|
$ |
(2,187 |
) |
|
$ |
(11,132 |
) |
|
$ |
(5,402 |
) |
3
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Nine Months Ended September 30, |
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|||||
|
|
|
2022 |
|
|
|
2021 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(11,284 |
) |
|
$ |
(6,577 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
||
Change in fair value of common stock warrant and option liabilities |
|
|
(1,880 |
) |
|
|
(4,601 |
) |
Change in fair value of contingent consideration |
|
|
(70 |
) |
|
|
(140 |
) |
Issuance and offering costs |
|
|
314 |
|
|
|
769 |
|
Depreciation |
|
|
354 |
|
|
|
737 |
|
Amortization of intangible assets |
|
|
39 |
|
|
|
99 |
|
Lease amortization |
|
|
686 |
|
|
|
914 |
|
Impairment of intangible assets |
|
|
72 |
|
|
|
120 |
|
(Gain) loss on disposal of property and equipment |
|
|
(386 |
) |
|
|
17 |
|
Stock-based compensation |
|
|
897 |
|
|
|
1,035 |
|
Bad debt expense |
|
|
32 |
|
|
|
— |
|
Realized gain on corporate securities |
|
|
— |
|
|
|
(10,222 |
) |
Impairment of property and equipment |
|
|
370 |
|
|
|
1,319 |
|
Write-down of inventories |
|
|
1,530 |
|
|
|
1,802 |
|
Gain on extinguishment of PPP loan |
|
|
— |
|
|
|
(1,123 |
) |
Gain on sale of Verdeca |
|
|
(1,138 |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
— |
|
|
|
— |
|
Accounts receivable and other receivables |
|
|
(534 |
) |
|
|
(47 |
) |
Inventories |
|
|
1,071 |
|
|
|
(2,651 |
) |
Prepaid expenses and other current assets |
|
|
(90 |
) |
|
|
(452 |
) |
Other noncurrent assets |
|
|
15 |
|
|
|
(159 |
) |
Accounts payable and accrued expenses |
|
|
(890 |
) |
|
|
972 |
|
Amounts due to related parties |
|
|
(17 |
) |
|
|
(29 |
) |
Unearned revenue |
|
|
— |
|
|
|
(8 |
) |
Other current liabilities |
|
|
6 |
|
|
|
1 |
|
Operating lease liabilities |
|
|
(718 |
) |
|
|
(984 |
) |
Net cash used in operating activities |
|
|
(11,621 |
) |
|
|
(19,208 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from sale of property and equipment |
|
|
897 |
|
|
|
2 |
|
Proceeds from sale of Verdeca — earn-out received |
|
|
285 |
|
|
|
— |
|
Purchases of property and equipment |
|
|
(46 |
) |
|
|
(919 |
) |
Acquisitions, net of cash acquired |
|
|
— |
|
|
|
(4,250 |
) |
Proceeds from sales and maturities of investments |
|
|
— |
|
|
|
21,845 |
|
Net cash provided by (used in) investing activities |
|
|
1,136 |
|
|
|
16,678 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from issuance of common stock, pre-funded warrants and |
|
|
5,000 |
|
|
|
— |
|
Payments of offering costs relating to August 2022 Offering |
|
|
(488 |
) |
|
|
— |
|
Proceeds from issuance of common stock and warrants from |
|
|
— |
|
|
|
25,147 |
|
Payments of offering costs relating to January 2021 PIPE |
|
|
— |
|
|
|
(1,912 |
) |
Proceeds from the exercise of warrants |
|
|
— |
|
|
|
22 |
|
Principal payments on debt |
|
|
— |
|
|
|
(2,032 |
) |
Proceeds from ESPP purchases |
|
|
7 |
|
|
|
39 |
|
Capital contributions received from non-controlling interest |
|
|
— |
|
|
|
750 |
|
Net cash provided by financing activities |
|
|
4,519 |
|
|
|
22,014 |
|
Effects of foreign currency translation on cash and cash equivalents |
|
|
— |
|
|
|
(1 |
) |
Net (decrease) increase in cash and cash equivalents |
|
|
(5,966 |
) |
|
|
19,483 |
|
Cash and cash equivalents — beginning of period |
|
|
28,685 |
|
|
|
16,043 |
|
Cash and cash equivalents — end of period |
|
$ |
22,719 |
|
|
$ |
35,526 |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for income taxes |
|
$ |
— |
|
|
$ |
1 |
|
Cash paid for interest |
|
$ |
1 |
|
|
$ |
25 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Shares of common stock issued at closing of Arcadia Wellness transaction |
|
$ |
— |
|
|
$ |
2,053 |
|
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06 |
|
$ |
3,392 |
|
|
$ |
— |
|
Common stock options issued to placement agent and included in offering |
|
$ |
191 |
|
|
$ |
— |
|
Common stock warrants issued to placement agent and included in offering |
|
$ |
— |
|
|
$ |
942 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
$ |
114 |
|
|
$ |
1,662 |
|
Proceeds from sale of Verdeca in accounts receivable and other receivables |
|
$ |
854 |
|
|
$ |
— |
|
# # #
4