UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 11, 2020
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10900 Wilshire Blvd. Suite 600, Los Angeles, California
90024
(Address
of principal executive offices, including zip code)
(310) 388-6706
(Registrant's telephone number, including area
code)
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)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, par value $0.001 per share
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CDXC
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The
Nasdaq Capital Market
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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. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On
May 11, 2020, ChromaDex Corporation (the “Company”)
issued a press release announcing its earnings for the quarter
ended May 11, 2020. A copy of the press release is attached hereto
as Exhibit 99.1.
The
information in this Item 2.02 and the exhibit hereto are being
furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to
the liability of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
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Item 7.01.
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Regulation FD Disclosure.
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On
May 11, 2020, the Company released a corporate presentation which
it made available on its website. A copy of the corporate
presentation is attached hereto as Exhibit 99.2.
The
information in this Item 7.01 and the exhibit hereto are being
furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Exchange Act, or otherwise subject to
the liability of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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Press
Release dated May 11, 2020
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Investor
Presentation of ChromaDex Corporation
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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.
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CHROMADEX CORPORATION
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Dated:
May 11, 2020
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By:
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/s/
Kevin M.
Farr
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Name:
Kevin M. Farr
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Chief
Financial Officer
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EXHIBIT 99.1
CHROMADEX CORPORATION REPORTS FIRST QUARTER 2020 FINANCIAL
RESULTS
First Quarter 2020 Highlights vs. First Quarter 2019
●
Strong growth in net sales to $14.3 million, higher gross margins,
and significantly improved marketing efficiency
year-over-year.
●
Tru Niagen net sales of $11.1 million, a 50% increase
year-over-year.
●
Net loss was ($5.9) million or ($0.10) per share, an improvement of
$0.05 per share year over year. Adjusted EBITDA excluding total
legal expense, a non-GAAP measure, was a loss of ($0.3) million, a
$2.4 million improvement year-over-year.
●
Launched Tru Niagen
online in Australia with distribution partner, Matakana Health
Limited, and online through Persona, a Nestlé Health
Science company and leading personalized vitamin subscription
program.
●
Expanded global retail partnership with A.S. Watson Group in April,
launching Tru Niagen in 200 Superdrug U.K. stores and introducing a
new product, Tru Niagen Beauty, in 230 Watsons Hong Kong
stores.
●
Commenced preclinical studies exploring the potential impact of
increasing NAD+ with nicotinamide riboside on coronavirus
infection.
LOS ANGELES, May 11, 2020 (BUSINESS WIRE) - ChromaDex Corp. (NASDAQ:CDXC)
today
reported first quarter 2020 financial results.
“We had a strong first quarter with total net sales of
$14.3 million and further global
expansion,” says
ChromaDex CEO Rob Fried. “We made swift, targeted adjustments
to the business, streamlining costs, updating marketing messages,
and prioritizing scientific research focused on viral stress on
immune response at the cellular level.”
Results of operations for
the three months ended March 31, 2020
For the
three months ended March 31, 2020 (“Q1 2020”),
ChromaDex reported net sales of $14.3 million, up 43% compared to
$10.0 million in the first quarter of 2019 ("Q1 2019"). The
increase in Q1 2020 revenues was driven by growth in sales of Tru
Niagen and Niagen ingredient
revenues.
Gross
margin increased by 520 basis points to 57.9% in Q1 2020 compared
to 52.8% in Q1 2019. The increase in gross margin was largely
driven by the positive impact of increased Tru Niagen consumer product sales and product
cost saving initiatives, while Q1 2019 gross margin had a negative
impact of 250 basis points with a charge related to the wind down
of Purple Corn ingredient sales.
Operating
expenses increased by $0.5 million to $14.2 million in Q1 2020,
compared to $13.7 million in Q1 2019. The increase in operating
expenses was driven by an increase of $0.5 million in general and
administrative expense, and an increase of $0.3 million of selling
and marketing expense, partially offset by $0.2 million of lower
R&D expense. The increase in general and administrative expense
was driven by $1.0 million of severance and restructuring costs
related to organizational realignment initiatives.
The net
loss for Q1 2020 was ($5.9) million or ($0.10) per share compared
to a net loss of ($8.3) million or ($0.15) per share for Q1
2019.
Adjusted
EBITDA excluding total legal expense, a non-GAAP measure, was a
loss of ($0.3) million for Q1 2020, compared to a loss of ($2.7)
million for Q1 2019, a $2.4 million improvement.
ChromaDex
defines Adjusted EBITDA excluding total legal expense as net income
or (loss) which is adjusted for interest, income tax, depreciation,
amortization, non-cash stock compensation costs, severance and
restructuring expense, bad debt expense related to Elysium Health
and total legal expense.
For Q1
2020, the net cash used in operating activities was ($5.2) million
versus ($3.0) million in Q1 2019. In Q1 2019, the net cash used in
operating activities was partially offset by $4.0 million upfront
payment received from Nestlé Health Science for the supply of
Niagen ingredient.
Looking
forward, the impact of COVID-19 on revenues is difficult to predict
and the Company is managing expenses to mitigate the bottom-line
impact. The Company does not expect any supply chain disruption at
this time and, based on trends-to-date, expects continued revenue
growth this year. Based on the Company’s current financial
outlook, revenue growth will be driven by its U.S. ecommerce
business, new international market launches with its partners and
distributors, such as in the U.K. and Australia, new online
platforms, including Persona, a Nestlé Health Science company,
and our new product launch, Tru Niagen® Beauty. The
Company expects continued gross margin improvement driven by a
higher mix of Tru Niagen® sales, product design changes
implemented in late 2019, and additional supply chain cost savings
initiatives in 2020. The Company expects lower selling, marketing
and advertising as well as general and administrative expenses as a
percentage of net sales driven by strong growth from returning
customers and scale on our fixed overhead costs driven by
organizational realignment initiatives, as well as new systems and
processes.
Investor Conference Call
ChromaDex
management will host an investor conference call to discuss the
first quarter results and provide a general business update on
Monday, May 11, at 4:30pm ET.
Participants
should call in at least 10 minutes prior to the call. The dial-in
information is as follows:
Date: Mon., May 11, 2020
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific
time)
Toll-free dial-in number: (833)
979-2703
International dial-in number: (236) 714-2223
Conference ID: 8259009
Webcast link: ChromaDex First Quarter 2020 Earnings
Conference Call
The conference call will be broadcast live and available for
replay here and via
the investor relations section of the Company’s website
at www.chromadex.com.
A replay of the conference call will be available after 7:30
p.m. ET.
Toll-free replay number: 800-585-8367
Replay ID: 8259009
The
earnings press release, and its accompanying financial exhibits,
will be available on the Investor Relations section of the Company
website, www.chromadex.com.
About Non-GAAP Financial Measures:
Adjusted
EBITDA excluding total legal expense excludes interest, income tax,
depreciation, amortization, non-cash share-based compensation
costs, severance and restructuring expense, bad debt expense
related to Elysium Health, and total legal expense for Adjusted
EBITDA excluding total legal expense. ChromaDex used these
non-GAAP measures when evaluating its financial results as well as
for internal resource management, planning and forecasting
purposes. ChromaDex believes the presentation of its non-GAAP
financial measures enhances the overall understanding of the
company’s historical financial performance. These non-GAAP
measures should not be viewed in isolation from or as a substitute
for ChromaDex’s financial results in accordance with GAAP.
Reconciliation of GAAP to non-GAAP measures are attached to this
press release.
About ChromaDex:
ChromaDex Corp. is a science-based integrated
nutraceutical company devoted to improving the way people
age. ChromaDex scientists partner with leading
universities and research institutions worldwide to discover,
develop and create solutions to deliver the full potential of NAD
and its impact on human health. Its flagship
ingredient, NIAGEN® nicotinamide
riboside, sold directly to consumers as TRU NIAGEN®, is backed with
clinical and scientific research, as well as extensive IP
protection. TRU NIAGEN® is helping
the world AGE BETTER®. ChromaDex
maintains a website at www.chromadex.com to which
ChromaDex regularly posts copies of its press releases as well as
additional and financial information about the
Company.
Important Note on Forward Looking Statements:
This
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. Because
such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by
such forward-looking statements. Such statements include the
quotation from ChromaDex’s Chief Executive Officer, and
statements related to the impact of COVID-19 on revenues and supply
chain and ChromaDex’s management of expenses to mitigate the
bottom-line impact; future revenue growth being driven by
ChromaDex’s U.S. ecommerce business, new international
markets and online platforms, including Persona, a Nestle Health
Science company, and new product launch, Tru Niagen Beauty; the
expectations of gross margin improvement driven by a by a higher
mix of Tru Niagen® sales, product design changes implemented
in late 2019, and additional supply chain cost savings initiatives
in 2020; and the expectations of lower selling, marketing and
advertising expenses and lower general and administrative expenses
as a percentage of net sales driven by strong growth from returning
customers and scale on fixed overhead costs driven by
organizational realignment initiatives, as well as new systems and
processes. Other risks that contribute to the uncertain nature of
the forward-looking statements are reported in our most recent
Quarterly Report on Form 10-Q and Annual Report on Form 10-K as
filed with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof, and actual results may differ materially from
those suggested by these forward-looking statements. All
forward-looking statements are qualified in their entirety by this
cautionary statement and ChromaDex undertakes no obligation to
revise or update this release to reflect events or circumstances
after the date hereof.
ChromaDex Investor Relations Contact:
Brianna
Gerber, Vice President of FP&A and Investor
Relations
949-419-0288
ext. 127
ChromaDex Media Contact:
Alex
Worsham, Senior Director of Global Corporate
Communications
310-388-6706
ext. 689
ChromaDex
Corporation
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ChromaDex Corporation and Subsidiaries
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Condensed Consolidated Statements of
Operations
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For the Three Month Periods Ended March 31, 2020 and March 31,
2019
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(In thousands, except per share data)
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Sales,
net
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$14,345
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$10,048
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Cost
of sales
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6,034
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4,747
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Gross profit
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8,311
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5,301
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Operating
expenses:
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Sales
and marketing
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4,447
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4,174
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Research
and development
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919
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1,168
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General
and administrative
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8,835
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8,331
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Operating expenses
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14,201
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13,673
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Operating loss
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(5,890)
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(8,372)
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Nonoperating
expense:
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Interest
income (expense), net
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(12)
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35
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Nonoperating income (expense)
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(12)
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35
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Net loss
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$(5,902)
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$(8,337)
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Basic
and diluted loss per common share
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$(0.10)
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$(0.15)
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Basic
and diluted weighted average common shares outstanding
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59,782
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55,325
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See Notes to Consolidated Financial Statements in Part I of
ChromaDex's Quarterly Report on Form 10-Q to be filed with
Securities and Exchange Commission.
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ChromaDex Corporation and Subsidiaries
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Condensed Consolidated Balance Sheets
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March 31, 2020 and December 31, 2019
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(In thousands, except per share data)
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Assets
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Current
Assets
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Cash,
including restricted cash of $0.2 million and $0.2 million,
respectively
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$13,608
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$18,812
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Trade
receivables, net of allowances of $0.1 million and $2.8 million,
respectively;
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Receivables from Related Party: $0.5 million and $0.8 million,
respectively
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3,558
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2,175
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Inventories
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11,280
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11,535
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Prepaid
expenses and other assets
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701
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996
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Total current assets
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29,147
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33,518
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Leasehold
Improvements and Equipment, net
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3,613
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3,765
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Intangible
Assets, net
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1,249
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1,311
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Right
of Use Assets
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799
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891
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Other
Long-term Assets
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802
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762
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Total assets
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$35,610
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$40,247
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Liabilities and Stockholders' Equity
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Current
Liabilities
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Accounts
payable
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$8,159
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$9,626
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Accrued
expenses
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5,249
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4,415
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Current
maturities of operating lease obligations
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614
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595
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Current
maturities of finance lease obligations
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206
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258
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238
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169
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Total current liabilities
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14,466
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15,063
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Deferred
Revenue
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3,873
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3,873
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Operating
Lease Obligations, Less Current Maturities
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687
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848
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Finance
Lease Obligations, Less Current Maturities
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36
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18
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Total liabilities
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19,062
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19,802
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Commitments
and Contingencies
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Stockholders'
Equity
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Common
stock, $.001 par value; authorized 150,000 shares; issued
and outstanding March 31, 2020 59,605 shares
and
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December 31, 2019 59,562 shares
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60
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60
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Additional
paid-in capital
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144,290
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142,285
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Accumulated
deficit
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(127,802)
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(121,900)
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Total stockholders' equity
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16,548
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20,445
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Total liabilities and stockholders' equity
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$35,610
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$40,247
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See
Notes to Consolidated Financial Statements in Part I of ChromaDex's
Quarterly Report on Form 10-Q to be filed with Securities and
Exchange Commission.
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ChromaDex Corporation and Subsidiaries
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Reconciliation of Non-GAAP Financial Measures
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Adjusted EBITDA
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Q3 2018
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Q4 2018
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Q1 2019
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Q2 2019
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Q3 2019
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Q4 2019
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Q1 2020
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(In
thousands)
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Net
loss, as reported
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$(8,605)
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$(8,218)
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$(8,337)
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$(7,755)
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$(7,202)
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$(8,853)
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$(5,902)
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Adjustments:
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Interest
(income) expense
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9
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(22)
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(35)
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575
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314
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(7)
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12
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Depreciation
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169
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171
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173
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190
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196
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203
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214
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Amortization
of intangibles
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59
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60
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61
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61
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62
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62
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62
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Amortization
of right of use assets
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-
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-
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138
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141
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144
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92
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92
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Share-based
compensation
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1,317
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1,985
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2,029
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1,759
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1,687
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1,697
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1,873
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Severance
and restructuring
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-
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-
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-
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-
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-
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200
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953
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Elysium-related
bad debt expense
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-
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-
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-
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-
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-
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2,233
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-
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Adjusted
EBITDA
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$(7,051)
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$(6,024)
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$(5,971)
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$(5,029)
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$(4,799)
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$(4,373)
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$(2,696)
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Total
legal expense
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2,723
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2,045
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3,250
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2,926
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2,944
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2,226
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2,380
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Adjusted
EBITDA excluding total legal expense
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$(4,328)
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$(3,979)
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$(2,721)
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$(2,103)
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$(1,855)
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$(2,147)
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$(316)
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