Arcadia Biosciences(RKDA) - 2024 Q1 - Quarterly Report

Part I — Financial Information (Unaudited) This section presents Arcadia Biosciences, Inc.'s unaudited condensed consolidated financial statements and related notes for the quarter ended March 31, 2024 Item 1. Condensed Consolidated Financial Statements This section provides the unaudited condensed consolidated financial statements and comprehensive notes for the quarter ended March 31, 2024 Condensed Consolidated Balance Sheets This statement presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2024, and December 31, 2023 Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Total Assets | $16,046 | $19,705 | | Total Liabilities | $5,563 | $7,002 | | Total Stockholders' Equity | $10,483 | $12,703 | - Total assets decreased by $3,659 thousand (18.6%) from December 31, 2023, to March 31, 2024[9] - Total liabilities decreased by $1,439 thousand (20.5%) from December 31, 2023, to March 31, 2024[9] - Total stockholders' equity decreased by $2,220 thousand (17.5%) from December 31, 2023, to March 31, 2024[9] Condensed Consolidated Statements of Operations and Comprehensive Loss This statement details the company's revenues, expenses, and net loss for the three months ended March 31, 2024, and 2023 Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenues | $1,255 | $1,232 | | Total operating expenses | $4,319 | $5,099 | | Loss from continuing operations | $(3,064) | $(3,867) | | Net loss from continuing operations | $(2,423) | $(9,203) | | Net loss from discontinued operations | $— | $(181) | | Net loss attributable to common stockholders | $(2,423) | $(9,384) | | Net loss per basic and diluted share attributable to common stockholders | $(1.78) | $(10.86) | - Net loss attributable to common stockholders significantly decreased by 74% from $(9,384) thousand in Q1 2023 to $(2,423) thousand in Q1 2024[12] - Total revenues slightly increased by 2% from $1,232 thousand in Q1 2023 to $1,255 thousand in Q1 2024[12] - Loss from continuing operations improved by 21% from $(3,867) thousand in Q1 2023 to $(3,064) thousand in Q1 2024[12] Condensed Consolidated Statements of Stockholders' Equity This statement outlines changes in stockholders' equity, including common stock and accumulated deficit, for the period ended March 31, 2024 Condensed Consolidated Statements of Stockholders' Equity (in thousands, except share data) | Metric | December 31, 2023 | March 31, 2024 | | :-------------------------------- | :---------------- | :------------- | | Common Stock Shares Outstanding | 1,285,337 | 1,362,840 | | Additional Paid-In Capital | $284,515 | $284,658 | | Accumulated Deficit | $(271,840) | $(274,263) | | Total Stockholders' Equity | $12,703 | $10,483 | - Total stockholders' equity decreased by $2,220 thousand from December 31, 2023, to March 31, 2024[15] - Accumulated deficit increased by $2,423 thousand, reflecting the net loss for the period[15] - Common stock shares outstanding increased by 77,503 shares, primarily due to the exercise of March 2023 pre-funded warrants and employee stock purchase plan issuances[15] Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(3,210) | $(3,466) | | Net cash provided by investing activities | $4 | $312 | | Net cash provided by financing activities | $5 | $5,505 | | Net (decrease) increase in cash and cash equivalents | $(3,201) | $2,354 | | Cash and cash equivalents - end of period | $3,317 | $22,998 | - Net cash used in operating activities decreased by $256 thousand (7.4%) from Q1 2023 to Q1 2024[18] - Net cash provided by investing activities significantly decreased from $312 thousand in Q1 2023 to $4 thousand in Q1 2024[18] - Net cash provided by financing activities decreased substantially from $5,505 thousand in Q1 2023 to $5 thousand in Q1 2024, primarily due to the March 2023 PIPE financing in the prior year[18] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations of the company's business, accounting policies, financial instruments, and significant events for Q1 2024 - Arcadia Biosciences, Inc. is a producer and marketer of innovative, plant-based food and beverage products, leveraging advanced breeding techniques for proprietary innovations in seed, grain, food ingredients, and products, including Zola coconut water[22][100] - The company exited its body care brands (Soul Spring and ProVault) in July 2023 due to regulatory uncertainty in the CBD market, focusing on its core GoodWheat portfolio and Zola brands[24][37][104] - The company's existing cash and short-term investments are not sufficient to meet anticipated cash requirements for the next 12-18 months, raising substantial doubt about its ability to continue as a going concern[35][139] - A 40:1 reverse stock split was approved in February 2023 and effected on March 1, 2023, retroactively adjusting all per-share amounts[33] - No inventory write-down was recorded during the three months ended March 31, 2024, compared to $23,000 in the same period of 2023[42] - Level 3 liabilities, including a contingent liability from the Anawah acquisition and preferred investment options, are measured using unobservable inputs and the Black-Scholes Model, with volatility being a significant input[52][54][55] - In March 2023, the company raised $6.0 million gross proceeds through a private placement offering of common stock, pre-funded warrants, and preferred investment options[64] - As of March 31, 2024, there was $495,000 of unrecognized compensation cost related to unvested stock-based compensation grants, to be recognized over a weighted-average remaining period of 0.8 years[77] - The effective income tax rate was 0.00% for both Q1 2024 and Q1 2023, primarily due to a full valuation allowance on net deferred tax assets[84] - A $2.0 million contingent liability related to the Anawah acquisition remains on the balance sheet for two active development programs[89] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operational results, strategic focus, and liquidity for the three months ended March 31, 2024 Overview This overview introduces Arcadia Biosciences as a producer of innovative plant-based food and beverage products, focusing on wheat improvements - Arcadia Biosciences is a producer and marketer of innovative, plant-based food and beverage products, leveraging science-based approaches for high-value crop improvements, primarily in wheat[100] - The company uses non-genetically modified advanced breeding techniques to commercialize proprietary innovations through sales of seed and grain, food ingredients, and trait licensing[100] - The acquisition of Live Zola, LLC added coconut water to the company's product portfolio[100] - There is a significant market opportunity for nutritional improvements in wheat, particularly to increase fiber and protein consumption without changing eating habits[101] Our Growth Strategy The company's growth strategy focuses on monetizing its wheat trait portfolio, evaluating strategic opportunities, and scaling the Zola brand - Accelerate the monetization of the wheat trait portfolio by leveraging proprietary non-GMO wheat traits to launch the GoodWheat brand into multiple categories and extract value from the technology[102] - Evaluate potential asset sales, mergers, acquisitions, and other strategic opportunities to integrate wheat intellectual property into larger businesses and drive shareholder value[102] - Scale the Zola coconut water brand through retail expansion by investing in trial-driving activities and expanding distribution through mass market retailers and grocery store chains[102] Our Product Portfolio This section details the GoodWheat portfolio, offering high-fiber and protein products, and the Zola Coconut Water brand - The GoodWheat portfolio offers better-for-you products that are naturally higher in fiber and protein than traditional wheat, addressing significant dietary deficiencies without sacrificing taste or texture[106] - GoodWheat pasta, launched in June 2022, provides 4 times the fiber and 9g of protein per serving, scoring at taste parity with leading wheat pastas and holding the American Heart Association's Heart-Check mark[107] - GoodWheat pancake and waffle mixes, launched in August 2023, deliver 8 times the fiber and 5 grams of protein per serving, with Quikcakes offering 11 times the fiber and 7 grams of protein[108] - GoodWheat Mac and Cheese, announced in November 2023, contains 4 times more fiber than the leading brand and 12 grams of protein per serving, made with real cheese and no artificial ingredients[109] - Zola Coconut Water is a pure, natural, 100% coconut water, Non-GMO Project Verified, with 60 calories per serving, and has demonstrated superior taste preference over competitors[110] Discontinued Operations The company exited its body care brands due to regulatory uncertainty, with results reported separately in financial statements - The company exited its body care brands (Soul Spring and ProVault) and ceased operations during the third quarter of 2023 due to continued pressure on the CBD market from regulatory uncertainty[111] - The results of these discontinued operations are reported separately in the condensed consolidated financial statements[111] Components of Our Statements of Operations Data This section defines key components of the statements of operations, including revenues, cost of revenues, and various expenses - Product revenues primarily consist of sales of GoodWheat, Zola, and GLA products, recognized upon transfer of control to customers, net of estimated chargebacks, returns, and losses[112] - Cost of revenues includes raw materials, internal and third-party services for procuring, processing, formulating, packaging, and shipping products, as well as in-licensing and royalty fees, and inventory adjustments[113] - Research and development (R&D) expenses are costs incurred in product development and testing, primarily consulting fees, expensed as incurred[114] - Selling, general and administrative (SG&A) expenses include employee costs, professional service fees, broker and sales commission fees, and overhead costs, expected to increase with commercialization activities[117] - Valuation loss on March 2023 PIPE includes the fair value in excess of gross proceeds and the increase in fair value related to the re-pricing of existing warrants[120] - Change in the estimated fair value of common stock warrant and option liabilities represents the fair value remeasurement of liabilities associated with financing transactions[121] Results of Operations This section compares the company's financial performance for the three months ended March 31, 2024, and 2023 Comparison of Three Months Ended March 31, 2024 and 2023 (in thousands, except percentage) | Metric | 2024 | 2023 | $ Change | % Change | | :------------------------------------------------- | :----- | :----- | :------- | :------- | | Revenues: | | | | | | Product | $1,255 | $1,232 | $23 | 2% | | Total revenues | $1,255 | $1,232 | $23 | 2% | | Operating expenses (income): | | | | | | Cost of revenues | $820 | $688 | $132 | 19% | | Research and development | $272 | $359 | $(87) | (24)% | | Loss (Gain) on sale of property and equipment | $2 | $(19) | $21 | (100)% | | Impairment of property and equipment | $36 | $— | $36 | 100% | | Selling, general and administrative | $3,189 | $4,071 | $(882) | (22)% | | Total operating expenses | $4,319 | $5,099 | $(780) | (15)% | | Loss from continuing operations | $(3,064) | $(3,867) | $803 | 21% | | Interest income | $45 | $198 | $(153) | (77)% | | Other income, net | $3 | $32 | $(29) | (91)% | | Valuation loss on March 2023 PIPE | $— | $(6,076) | $6,076 | (100)% | | Change in fair value of common stock warrant and option liabilities | $593 | $940 | $(347) | (37)% | | Issuance and offering costs allocated to liability classified options | $— | $(430) | $430 | (100)% | | Net loss from continuing operations | $(2,423) | $(9,203) | $6,780 | (74)% | | Net loss from discontinued operations | $— | $(181) | $181 | (100)% | | Net loss attributable to common stockholders | $(2,423) | $(9,384) | $6,961 | (74)% | - Product revenues increased by $23,000 (2%) due to higher GoodWheat and Zola sales, partially offset by increased distribution costs[125] - Cost of revenues increased by $132,000 (19%), primarily due to grain sales, resulting in a decrease in gross profit[126] - Research and development expenses decreased by $87,000 (24%) due to lower consulting fees[127] - Selling, general, and administrative expenses decreased by $882,000 (22%), driven by reductions in employee compensation and marketing expenses[130] - Net loss attributable to common stockholders decreased by 74%, primarily due to the absence of the March 2023 PIPE valuation loss and a lower change in the fair value of common stock warrant and option liabilities compared to the prior year[124] Seasonality This section discusses seasonal impacts on field trials and coconut water sales, noting difficulty in overall assessment due to limited commercialization - Field trials for data generation are conducted during appropriate growing seasons for specific crops and markets[136] - Demand for coconut water products generally experiences higher sales during the summer months[136] - The overall level of seasonality in the business is currently difficult to evaluate due to the limited number of commercialized products and ongoing expansion into new geographical markets and product introductions[137] Liquidity & Capital Resources This section details the company's funding sources, cash usage, and going concern assessment, highlighting insufficient cash for future requirements - Operations are primarily funded by net proceeds from equity and debt financings, product sales, and license agreements, with principal cash use for commercializing products[138] - As of March 31, 2024, the company had $3.3 million in cash and cash equivalents and $5.2 million in short-term investments[138] - For Q1 2024, the company reported a net loss of $2.4 million and net cash used in operations of $3.2 million[138] - Existing cash and investments are not sufficient to meet anticipated cash requirements for the next 12-18 months, raising substantial doubt about the company's ability to continue as a going concern[139] - The company may seek additional funds through debt or equity financings or partner arrangements, which could result in stockholder dilution or restrictive covenants[140] Working Capital (in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------ | :------------- | :---------------- | | Current assets | $11,642 | $14,972 | | Current liabilities | $2,878 | $3,590 | | Working capital surplus | $8,764 | $11,382 | Cash Flows Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :----------------------- | :-------------------------------- | :-------------------------------- | | Operating activities | $(3,210) | $(3,466) | | Investing activities | $4 | $315 | | Financing activities | $5 | $5,505 | | Net (decrease) increase in cash | $(3,201) | $2,354 | - Cash used in operating activities for Q1 2024 was $3.2 million, primarily due to net loss offset by non-cash charges and working capital adjustments[144] - Cash provided by investing activities for Q1 2024 was $4,000, resulting from proceeds from property and equipment sales offset by purchases[146] - Cash provided by financing activities for Q1 2024 was $5,000, solely from Employee Stock Purchase Plan (ESPP) purchases[147] Off-Balance Sheet Arrangements The company has not engaged in any material off-balance sheet arrangements since its inception, excluding Verdeca - The company has not engaged in any off-balance sheet arrangements since its inception, with the exception of Verdeca, which was disposed of in November 2020[149] Critical Accounting Policies and Estimates This section identifies the company's critical accounting policies and estimates, including revenue recognition and inventory valuation - The company's critical accounting policies and estimates include revenue recognition, determination of the provision for income taxes, and net realizable value of inventory[151] Item 3. Quantitative and Qualitative Disclosures About Market Risk Quantitative and qualitative disclosures regarding market risk are not required for the company in this quarterly report - Quantitative and qualitative disclosures about market risk are not required for the company[152] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes in internal control - Disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2024[154] - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control during the quarter ended March 31, 2024[155] Part II — Other Information This section provides additional information including legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings The company is not currently involved in any material litigation or other legal proceedings - The company is not currently a party to any material litigation or other material legal proceedings[157] Item 1A. Risk Factors Readers should review risk factors from the Annual Report on Form 10-K, acknowledging potential for additional unknown risks - Readers should carefully consider the risk factors discussed in Part I, 'Item 1A. Risk Factors' of the Annual Report on Form 10-K for the year ended December 31, 2023[158] - Additional risks and uncertainties not currently known or deemed immaterial may also materially adversely affect the business[158] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds were reported during this period - No unregistered sales of equity securities and use of proceeds to report[159] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported during this period - No defaults upon senior securities to report[160] Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to the company's operations - Mine Safety Disclosures are not applicable to the company[161] Item 5. Other Information No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2024 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024[162] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, XBRL documents, and a separation agreement - Includes Principal Executive Officer's and Principal Financial Officer's Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibits 31.1, 31.2)[165] - Includes Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibits 32.1, 32.2)[165] - Includes Inline XBRL Instance Document and Taxonomy Extension Schema (Exhibits 101.INS, 101.SCH)[165] - References a Separation Agreement for Laura Pitlik (Exhibit 10.1)[165] SIGNATURES This section contains the official signatures of the company's President, CEO, and CFO, dated May 13, 2024 - The report is duly signed on behalf of Arcadia Biosciences, Inc. by Stanley E. Jacot, Jr., President and Chief Executive Officer, and Thomas J. Schaefer, Chief Financial Officer[170] - The signatures are dated May 13, 2024[171]