8-K

Laird Superfood, Inc. (LSF)

8-K 2023-03-14 For: 2023-03-14
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2023

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Delaware 1-39537 81-1589788
(State or other jurisdiction of incorporation) (Commission File Number (IRS Employer Identification No.)
5303 Spine Road, Suite 204, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (541)

588-3600

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange
Common Stock LSF NYSE American

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 March 14, 2023, Laird Superfood, Inc. issued a press release announcing its financial results for the year ended December 31, 2022. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 2.02, including Exhibit 99.1, 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, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press release dated March 14, 2023.
104 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 hereunto duly authorized.

Date: March 14, 2023 Laird Superfood, Inc.
By: /s/ Anya Hamill
Name: Anya Hamill
Title: Chief Financial Officer

EX-99

Exhibit 99.1

img163677254_0.jpg

Laird Superfood Reports Fourth Quarter 2022 and Fiscal Year 2022 Financial Results

Boulder, Colorado – March 14, 2023 – Laird Superfood, Inc. (NYSE American: LSF) (“Laird Superfood,” “we” and “our”), today reported financial results for its fourth quarter and fiscal year ended December 31, 2022.

Jason Vieth, Chief Executive Officer, commented, "Fiscal year 2022 was a year of transition, beginning with the onboarding of a new leadership team and culminating in the successful transition of our in-house manufacturing and fulfillment center to 3rd party co-manufacturing and logistics partners at the end of the year. We expect this move to expedite our margin improvement agenda by moving our business to a variable cost model and dramatically reducing our overhead costs. Additionally, we recently unveiled a complete brand refresh across all products in our portfolio, which is already having a positive effect on retail performance. We believe that these momentous steps will position the business for growth and continued improvement in our gross margin as early as the first quarter of 2023."

Anya Hamill, Chief Financial Officer, commented, "We have completed cost cutting and cash optimization initiatives across multiple functions, even beyond manufacturing and supply chain, in order to aggressively curtail selling, general, and administrative expenses in the coming year and to eliminate inefficient marketing spend. We expect that the transformation of our supply chain to a variable cost model will drive gross margin improvement of seven to ten points in excess of 30% by 2023 exit, excluding any one-time charges. In shutting down our facility and making this move to a third-party supply chain, we incurred $9.1 million of one-time charges in the fourth quarter of 2022, most of which were non-cash, as detailed in our Non-GAAP Financial Statement. Additionally, I am pleased to report that operating cash burn was reduced by $7.8 million in 2022, and we are implementing a number of initiatives to further improve our cash burn rate in 2023"

Fourth Quarter 2022 Highlights

• Net Sales of $9.0 million compared to $8.8 million in the third quarter of 2022 and $9.4 million in the prior year period.

• E-commerce contributed 66% of total Net Sales and decreased 4.7% year-over-year reflecting lower direct-to-consumer (“DTC”) revenues due to planned reductions in marketing spend partially offset by double-digit growth in sales via Amazon.com.

• Wholesale contributed 34% of total Net Sales and revenue decreased 3.3% year-over-year, primarily due to lower sales in the Club channel.

• Gross Margin was (4.6)%, compared to 23.4% in the third quarter of 2022 and 23.6% in the prior year period. This reduction is primarily due to exit and disposal costs relating to the transition to a co-manufacturing model and the product quality issue discovered in the first quarter of 2023.

• Adjusted Gross Margin, which is a non-GAAP financial measure, was 19.0% compared to 23.4% in the third quarter of 2022 and 23.6% in the fourth quarter of 2021. This margin compression reflects fixed cost deleverage on lower production volume due to inventory drawdown, increased costs associated with inventory reserves and disposals, and inflationary freight costs. For more details on non-GAAP financial measures, refer to the information in the Non-GAAP financial measures section of this press release.

• Net Loss was $15.6 million, or $1.69 per diluted share compared to a Net Loss of $5.7 million, or $0.63 per diluted share, in the third quarter of 2022 and a Net Loss of $6.9 million, or $0.76 per diluted share, in the prior year period.

• Adjusted Net Loss, which is a non-GAAP financial measure, of $4.3 million, or $0.47 per diluted share, improved sequentially versus Adjusted Net Loss of $5.6 million, or $0.61 per diluted share, in the third quarter of 2022. In the prior year period Adjusted Net Loss was $6.9 million, or $0.76 per diluted share. For more details on non-GAAP financial measures, refer to the information in the Non-GAAP financial measures section of this press release.

Three Months Ended December 31,
2022 2021
% of Total % of Total
Coffee creamers 55 % 55 %
Hydration and beverage enhancing supplements 12 % 14 %
Harvest snacks and other food items 21 % 19 %
Coffee, tea, and hot chocolate products 20 % 20 %
Other 8 % 5 %
Gross sales 116 % 113 %
Shipping income 3 % 2 %
Returns and discounts ) (19 )% ) (15 )%
Sales, net 100 % 100 %
E-commerce 66 % 66 %
Wholesale 34 % 34 %
Sales, net 100 % 100 %

All values are in US Dollars.

Fiscal Year 2022 Highlights

• Net Sales of $35.8 million compared to $36.8 million in the fiscal year 2021.

• E-commerce contributed 62% of total Net Sales in fiscal years 2022 and 2021, decreasing 1.7% year-over-year reflecting lower direct-to-consumer (“DTC”) revenues due to planned reductions in marketing spend partially offset by double-digit growth in sales via Amazon.com.

• Wholesale contributed 38% of total Net Sales in fiscal years 2022 and 2021, decreasing 4.3% year-over-year, primarily due to lower sales in the Club and Food Service channels.

• Shelf stable and liquid creamer consumption in the Natural channel increased by 24.5% compared to fiscal year 2021.

• Gross Margin was 14.5%, compared to 25.6% in fiscal year 2021. This reduction is primarily driven by exit and disposal costs relating to the transition to a co-manufacturing model and the product quality issue discovered in the first quarter of 2023.

• Adjusted Gross Margin, which is a non-GAAP financial measure, was 19.8% compared to 25.6% in fiscal year 2021. This reduction is due to fixed cost deleverage on lower volume, increased costs associated with inventory reserves and disposals, and inflationary freight costs. For more details on non-GAAP financial measures, refer to the information in the Non-GAAP financial measures section of this press release.

• Net Loss was $40.3 million, or $4.41 per diluted share compared to a Net Loss of $23.9 million, or $2.66 per diluted share, in fiscal year 2021.

• Adjusted Net Loss, which is a non-GAAP financial measure, of $22.8 million, or $2.49 per diluted share, compared to Adjusted Net Loss was $23.4 million, or $2.56 per diluted share in fiscal year 2021. For more details on non-GAAP financial measures, refer to the information in the Non-GAAP financial measures section of this press release.

Year Ended December 31,
2022 2021
% of Total % of Total
Coffee creamers 55 % 59 %
Hydration and beverage enhancing supplements 14 % 16 %
Harvest snacks and other food items 20 % 19 %
Coffee, tea, and hot chocolate products 19 % 14 %
Other 5 % 2 %
Gross sales 113 % 110 %
Shipping income 3 % 1 %
Returns and discounts ) (16 )% ) (11 )%
Sales, net 100 % 100 %
E-commerce 62 % 62 %
Wholesale 38 % 38 %
Sales, net 100 % 100 %

All values are in US Dollars.

Balance Sheet and Cash Flow Highlights

The Company had $17.8 million of cash and cash equivalents as of December 31, 2022, and no outstanding debt.

Net cash used in operating activities was $14.3 million for the year ended December 31, 2022, compared to $22.1 million in the prior year period. During fiscal 2022, net cash used in operating activities improved sequentially from the second to the third quarter by 8.6% and sequentially from the third to the fourth quarter by 11.7%.

2023 Outlook

We anticipate that uncertain economic environment with historically high inflation rates impacting consumer spending will continue into 2023. We believe that strategic actions we have taken in 2022, and continue to take in 2023, have positioned the business for net sales growth in the high single digits and gross margin improvements of seven to ten points in excess of 30% by fiscal 2023 exit. Gross margin guidance excludes any one-time charges associated with any non-recurring actions.

Conference Call and Webcast Details

The Company will host a conference call and webcast at 5:00 p.m. ET today to discuss results. Participants may access the live webcast on the Laird Superfood Investor Relations website at https://investors.lairdsuperfood.com under “Events”.

About Laird Superfood

Laird Superfood, Inc. creates award-winning, plant-based superfood products that are both delicious and functional. The Company's products are designed to enhance your daily ritual and keep consumers fueled naturally throughout the day. The Company was co-founded in 2015 by the world's most prolific big-wave surfer, Laird Hamilton. Laird Superfood's offerings are environmentally conscientious, responsibly tested and made with real ingredients. Shop all products online at lairdsuperfood.com and join the Laird Superfood community on social media for the latest news and daily doses of inspiration.

Forward-Looking Statements

This press release and the conference call referencing this press release contain “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to statements regarding Laird Superfood’s future financial performance and growth. These forward-looking statements are based on Laird Superfood’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Laird Superfood’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The risks and uncertainties referred to above include, but are not limited to: (1) the effects of the current COVID-19 pandemic, or of other global outbreaks of pandemics or contagious diseases or fear of such outbreaks, including on our supply chain, the demand for our products, and on overall economic conditions and consumer confidence and spending levels; (2) volatility regarding our revenue, expenses, including shipping expenses, and other operating results; (3) our ability to acquire new direct and wholesale customers and successfully retain existing customers; (4) our ability to attract and retain our suppliers, distributors and co-manufacturers, and effectively manage their costs and performance; (5) effects of real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation; (6) our ability to innovate on a timely and cost-effective basis, predict changes in consumer preferences and develop successful new products, or updates to existing products, and develop innovative marketing strategies; (7) adverse developments regarding prices and availability of raw materials and other inputs, a substantial amount of which come from a limited number of suppliers outside the United States, including in areas which may be adversely affected by climate change; (8) effects of changes in the tastes and preferences of our consumers and consumer preferences for natural and organic food products; (9) the financial condition of, and our relationships with, our suppliers, co-manufacturers, distributors, retailers and food service customers, as well as the health of the food service industry generally; (10) the ability of ourselves, our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations; (11) our plans for future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; (12) the costs and success of our marketing efforts, and our ability to promote our brand; (13) our reliance on our executive team and other key personnel and our ability to identify, recruit and retain skilled and general working personnel; (14) our ability to effectively manage our growth; (15) our ability to compete effectively with existing competitors and new market entrants; (16) the impact of adverse economic conditions; and (17) the growth rates of the markets in which we compete.

Investor Relations Contact

Steve Richie

srichie@lairdsuperfood.com

LAIRD SUPERFOOD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended<br>December 31, Years Ended<br>December 31,
2022 2021 2022 2021
Sales, net $ 8,969,528 $ 9,367,559 $ 35,828,392 $ 36,810,953
Cost of goods sold (9,381,825 ) (7,153,814 ) (30,641,125 ) (27,379,082 )
Gross profit (412,297 ) 2,213,745 5,187,267 9,431,871
General and administrative
Salaries, wages and benefits 1,902,935 2,093,064 6,414,481 8,392,326
Impairment of goodwill and long-lived assets 4,688,015 12,814,441 8,317
Loss on lease termination 3,596,365 3,596,365
Other expense 1,559,811 2,305,766 7,769,876 8,058,619
Total general and administrative expenses 11,747,126 4,398,830 30,595,163 16,459,262
Research and product development 92,160 171,984 427,537 1,030,127
Sales and marketing
Advertising 1,723,332 2,256,998 6,914,706 7,570,879
General marketing 814,344 1,412,265 3,797,761 4,491,446
Other expense 875,529 991,872 3,816,237 3,832,573
Total sales and marketing expenses 3,413,205 4,661,135 14,528,704 15,894,898
Total expenses 15,252,491 9,231,949 45,551,404 33,384,287
Operating loss (15,664,788 ) (7,018,204 ) (40,364,137 ) (23,952,416 )
Other income 124,096 63,458 47,088 99,704
Loss before income taxes (15,540,692 ) (6,954,746 ) (40,317,049 ) (23,852,712 )
Income tax expense (14,495 ) 68,661 (20,269 ) (17,834 )
Net loss $ (15,555,187 ) $ (6,886,085 ) $ (40,337,318 ) $ (23,870,546 )
Net loss per share:
Basic $ (1.69 ) $ (0.76 ) $ (4.41 ) $ (2.66 )
Diluted $ (1.69 ) $ (0.76 ) $ (4.41 ) $ (2.66 )
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted 9,199,597 9,067,235 9,146,008 8,983,294
LAIRD SUPERFOOD, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
2022 2021
Cash flows from operating activities
Net loss $ (40,337,318 ) (23,870,546 )
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization 1,118,071 981,598
Gain on sale of assets held-for-sale (577,058 )
Stock-based compensation 631,227 4,040,207
Provision for inventory obsolescence 2,795,174 423,345
Impairment of goodwill and other long-lived assets 12,814,441
Loss on lease termination 3,596,365
Noncash lease costs 1,065,591
Other 247,350 137,451
Changes in operating assets and liabilities:
Accounts receivable (303,187 ) (383,998 )
Inventory 1,729,604 (3,622,784 )
Prepaid expenses and other current assets 1,604,880 (1,008,978 )
Operating lease liability (742,111 ) 368,894
Accounts payable 191,499 (474,519 )
Accrued expenses 1,853,033 1,312,495
Net cash from operating activities (14,312,439 ) (22,096,835 )
Cash flows from investing activities
Purchase of property, plant, and equipment (1,154,219 ) (1,555,191 )
Deposits on equipment to be acquired (489,325 )
Proceeds on sale of property, plant, and equipment 17,677 12,700
Purchase of software (2,713 ) (156,855 )
Acquisition of a business, net of cash acquired (10,449,587 )
Proceeds from sale of assets held-for-sale 1,596,212
Proceeds from sale of investment securities available-for-sale 8,513,783
Net cash from investing activities 8,970,740 (12,638,258 )
Cash flows from financing activities
Common stock issuances, net of taxes 9,464 (152,414 )
Common stock issuance costs (82,043 )
Recovery of short-swing profits 28,555
Stock options exercised, net of taxes 64,248 810,704
Net cash from financing activities 102,267 576,247
Net change in cash and cash equivalents (5,239,432 ) (34,158,846 )
Cash and cash equivalents beginning of year 23,049,234 57,208,080
Cash and cash equivalents end of year $ 17,809,802 $ 23,049,234
LAIRD SUPERFOOD, INC.
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CONSOLIDATED BALANCE SHEETS
December 31,<br>2021
Assets
Current assets
Cash, cash equivalents, and restricted cash 17,809,802 $ 23,049,234
Accounts receivable, net 1,494,469 1,268,718
Investment securities available-for-sale 8,635,077
Inventory, net 5,696,565 10,221,343
Prepaid expenses and other current assets, net 2,530,075 4,507,462
Total current assets 27,530,911 47,681,834
Noncurrent assets
Property and equipment, net 150,289 4,512,935
Fixed assets held-for-sale 800,000
Intangible assets, net 1,424,218 4,838,854
Goodwill 6,486,000
Right-of-use asset 133,922 2,327,752
Total noncurrent assets 2,508,429 18,165,541
Total assets 30,039,340 $ 65,847,375
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable 1,080,267 $ 888,768
Accrued expenses 6,312,140 2,897,253
Lease liability, current portion 59,845
Total current liabilities 7,452,252 3,786,021
Long-term liabilities
Deferred tax liability, net 7,534
Lease liability 76,076
Total long-term liabilities 76,076 7,534
Total liabilities 7,528,328 3,793,555
Stockholders’ equity
Common stock, 0.001 par value, 100,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 9,576,117 and 9,210,414 issued and outstanding at December 31, 2022, respectively; 9,460,243 and 9,094,539 issued and outstanding at December 31, 2021, respectively 9,210 9,095
Additional paid-in capital 118,636,834 117,903,455
Accumulated other comprehensive loss (61,016 )
Accumulated deficit (96,135,032 ) (55,797,714 )
Total stockholders’ equity 22,511,012 62,053,820
Total liabilities and stockholders’ equity 30,039,340 $ 65,847,375

All values are in US Dollars.

Non-GAAP Financial Measures

In this press release, we report adjusted net loss and adjusted net loss per diluted share, which are financial measures not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). Management uses adjusted net loss and adjusted net loss per diluted share to evaluate financial performance because adjusted net loss and adjusted net loss per diluted share allow for period-over-period comparisons of the Company’s ongoing operations before the impact of certain items described below. Management believes this information may also be useful to investors to compare the Company’s results period-over-period. We define adjusted net loss and adjusted net loss per diluted share to exclude certain one-time costs defined in detail in the table to follow. Please be aware that adjusted net loss and adjusted net loss per diluted share have limitations and should not be considered in isolation or as a substitute for net loss or diluted net loss per share. In addition, we may calculate and/or present adjusted net loss and adjusted net loss per diluted share differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measures we report may not be comparable to those reported by others.

These non-GAAP measures are reconciled to the most directly comparable GAAP measures in the table that follows.

LAIRD SUPERFOOD, INC.
NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended Year Ended
March 31, <br>2022 June 30, <br>2022 September 30,<br>2022 December 31, 2022 December 31, 2022
Net loss $ (14,139,402 ) $ (4,904,520 ) $ (5,738,209 ) $ (15,555,187 ) $ (40,337,318 )
Adjusted for:
Impairment of goodwill and long-lived assets 8,026,000 100,426 1,479,006 9,605,432
Strategic organizational shifts (581,351 ) (803,405 ) 67,974 8,683,331 7,366,549
Gain on sale of land held-for-sale (573,818 ) (573,818 )
Company-wide rebranding costs 455,475 455,475
Product quality issue 559,042 559,042
Other (22,296 ) 96,400 95,000 169,104
Adjusted net loss $ (6,717,049 ) $ (6,181,317 ) $ (5,573,835 ) (4,283,333 ) $ (22,755,534 )
Adjusted net loss per share, diluted: (0.74 ) (0.68 ) (0.61 ) (0.47 ) (2.49 )
Weighted-average shares of common stock outstanding used in computing adjusted net loss per share of common stock, diluted 9,095,441 9,132,632 9,178,533 9,199,597 9,136,071
(a) Impairment charges to goodwill and long-lived intangible assets assumed in the acquisition of Picky Bars which occurred Q2 2021, in the amounts of 6.5 million and 1.5 million, respectively, as well as 0.1 million of impairment charges related to production machinery held-for-sale in Q2 2022.
(b) Costs incurred as part of the strategic downsizing of the Company's operations, including lease termination costs, severances and other personnel costs, forfeitures of stock-based compensation, impairment of property, plant, equipment, and internal use production software, and other exit and disposal costs including but not limited to inventory writeoffs, moving and setup costs, and property tax abatement repayment. Reversals of stock-based compensation arising from the forfeitures of unvested awards following the resignation of certain executive officers, compensation expense recognized for severances related to the resignations of certain executive officers.
(c) Gains realized on the sale of excess lots of land adjacent to the Company's warehouses in Sisters, Oregon in Q2 2022.
(d) Costs incurred as part of the company-wide rebranding efforts that occurred in Q4 2022, launching in Q1 2023.
(e) Inventory reserves recorded to account for the product quality issue that was discovered in the first quarter of 2023, related to finished goods and raw material inventories on hand as of December 31, 2022.
(f) Realized losses on the liquidation of all of the Company's available-for-sale securities included in other income in Q1 2022. Recovery of costs incurred in connection with an insurance claim following loss of product during handling by a third party included in costs of goods sold in Q1 2022. Losses incurred on prepaid inventories which were not recoverable following the bankruptcy of the supplier and costs incurred as a result of the early termination of a long-term service contract as part of a strategic initiative to relieve future cash obligations included in general and administrative expenses in Q3 2022. Estimated legal settlement costs related to an ongoing class action lawsuit included in general and administrative expenses in Q4 2022.

All values are in US Dollars.

LAIRD SUPERFOOD, INC.
NON-GAAP FINANCIAL MEASURES
(Unaudited)
Three Months Ended Year Ended
March 31, <br>2021 June 30, <br>2021 September 30,<br> 2021 December 31, 2021 December 31, 2021
Net loss $ (5,330,504 ) $ (6,302,259 ) $ (5,351,698 ) $ (6,886,085 ) $ (23,870,546 )
Adjusted for:
Write off of prepaid inventory balances from bankrupt supplier (a) 179,000 179,000
Acquisition costs (b) 98,750 179,390 278,140
Adjusted net loss $ (5,231,754 ) $ (5,943,869 ) $ (5,351,698 ) $ (6,886,085 ) $ (23,413,406 )
Adjusted net loss per share, diluted: (0.59 ) (0.66 ) (0.59 ) (0.76 ) (2.56 )
Weighted-average shares of common stock outstanding used in computing adjusted net loss per share of common stock, diluted 8,894,495 8,967,797 9,001,912 9,067,235 9,136,071
(a) Losses incurred on prepaid inventories which were not recoverable following the bankruptcy of the supplier.
(b) Costs associated with the acquisition of Picky Bars LLC on May 3, 2021, including professional and legal fees.