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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):
March 28, 2024
CEA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41266 | 27-3911608 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
385 South Pierce Avenue, Suite C
Louisville, Colorado 80027
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303) 993-5271
Check the appropriate box below if the Form 8-K 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.00001 par value | CEAD | Nasdaq Capital Market | ||
| Warrants to purchase Common Stock | CEADW | Nasdaq Capital Market |
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 7.01 Regulation FD Disclosure.
On March 28, 2024, CEA Industries Inc. (NASDAQ: CEAD, CEADW) (“CEA Industries” or the “Company”), reported results for the three and twelve months ended December 31, 2023. See the attached press release included herein as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release dated March 28, 2024 – CEA Industries Inc. Fourth Quarter and Full Year 2023 Results | |
| 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 28, 2024 | CEA INDUSTRIES INC. | |
| By | /s/ Anthony K. McDonald | |
| Anthony K. McDonald | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
CEA Industries Inc. Reports Fourth Quarter and Full Year 2023 Results
Louisville, Colorado, March 28, 2024 – CEA Industries Inc. (NASDAQ: CEAD, CEADW) (“CEA Industries” or the “Company”), is reporting results for the three and twelve months ended December 31, 2023.
Fourth Quarter 2023 Financial Summary (in $ thousands, excl. margin items):
|
Q4 2023 (unaudited) |
Q3 2023 (unaudited) |
Q4 2022 (unaudited) |
||||||||||
| Revenue | $ | 251 | $ | 914 | $ | 1,461 | ||||||
| Gross Profit | $ | (286 | ) | $ | (104 | ) | $ | 151 | ||||
| Gross Margin | (113.8 | )% | (11.4 | )% | 10.3 | % | ||||||
| Operating Expenses | $ | 709 | $ | 703 | $ | 1,433 | ||||||
| Net Income/(Loss) | $ | (988 | ) | $ | (799 | ) | $ | (1,272 | ) | |||
Full Year 2023 Financial Summary (in $ thousands, excl. margin items):
| FY 2023 | FY 2022 | |||||||
| Revenue | $ | 6,911 | $ | 11,283 | ||||
| Gross Profit | $ | 542 | $ | 1,145 | ||||
| Gross Margin | 7.8 | % | 10.1 | % | ||||
| Operating Expenses | $ | 3,495 | $ | 6,869 | ||||
| Net Income/(Loss) | $ | (2,912 | ) | $ | (5,497 | ) | ||
“We continue to operate under the lean cost structure implemented during 2023, with a focus on expense reduction and capital preservation, as we manage through our remaining backlog,” said Tony McDonald, Chairman and CEO of CEA Industries. “Subsequent to year-end we enacted additional headcount reductions, which we anticipate will result in annualized cost savings of ~$230,000, in support of our ongoing efforts to optimize our operating expense profile.”
Mr. McDonald continued: “As previously announced on August 14, 2023, the Board of Directors remains steadfast in their examination of strategic alternatives, including a sale, merger, or other potential strategic or financial transaction. We will provide updates on any material developments that result from this process.”
Fourth Quarter 2023 Financial Results
Revenue in the fourth quarter of 2023 was $0.3 million compared to $1.5 million for the same period in 2022. The decrease was primarily attributed to lower bookings over the last twelve months.
Net bookings in the fourth quarter of 2023 were $0.1 million compared to $0.2 million in the year-ago period. The Company’s quarter-end backlog was $0.4 million compared to $5.6 million for the same period in 2022. The decrease in the Company’s net bookings and backlog for the fourth quarter of 2023 was primarily driven by fewer capital expenditures by cannabis operators in the markets served by the Company, in addition to a reduced sales effort.
Gross profit in the fourth quarter of 2023 was $(0.3) million compared to $0.2 million for the same period in 2022. Gross margin was (113.8%) compared to 10.3% in the prior year period. The decrease in gross margin was primarily driven by lower revenue and fixed costs becoming a larger percentage of revenue. Fixed costs include the cost of services, engineering, manufacturing, and project management.
Operating expenses in the fourth quarter of 2023 decreased 51% to $0.7 million compared to $1.4 million for the same period in 2022. The decrease was primarily driven by reduced personnel and marketing costs and lower product development expenses.
Net loss in the fourth quarter of 2023 improved to $1.0 million or $(0.12) per share, compared to a net loss of $1.3 million or $(0.18) per share for the same period in 2022.
Cash and cash equivalents were $12.5 million at December 31, 2023, compared to $18.6 million on December 31, 2022, while working capital decreased by $2.6 million during this period. At December 31, 2023, the Company remained debt free.
About CEA Industries Inc.
CEA Industries Inc. (www.ceaindustries.com) provides a suite of complementary and adjacent offerings to the controlled environment agriculture industry. The Company’s comprehensive solutions, when aligned with industry operators’ product and sales initiatives, support the development of the global ecosystem for indoor cultivation.
Forward Looking Statements
This press release may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect our current beliefs, and a number of important factors could cause actual results to differ materially from those expressed in this press release, including the factors set forth in “Risk Factors” set forth in our annual and quarterly reports filed with the Securities and Exchange Commission (“SEC”), and subsequent filings with the SEC. Please refer to our SEC filings for a more detailed discussion of the risks and uncertainties associated with our business, including but not limited to the risks and uncertainties associated with our business prospects and the prospects of our existing and prospective customers; the inherent uncertainty of product development; regulatory, legislative and judicial developments, especially those related to changes in, and the enforcement of, cannabis laws; increasing competitive pressures in our industry; and relationships with our customers and suppliers. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. The reference to CEA’s website has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
Non-GAAP Financial Measures
To supplement our financial results on U.S. generally accepted accounting principles (“GAAP”) basis, we use non-GAAP measures including net bookings and backlog, as well as other significant non-cash expenses such as stock-based compensation and depreciation expenses. We believe these non-GAAP measures are helpful in understanding our past performance and are intended to aid in evaluating our potential future results. The presentation of these non-GAAP measures should be considered in addition to our GAAP results and are not intended to be considered in isolation or as a substitute for financial information prepared or presented in accordance with GAAP. We believe these non-GAAP financial measures reflect an additional way to view aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.
Investor Contact:
Sean Mansouri, CFA
Elevate IR
info@ceaindustries.com
(720) 330-2829
CEA Industries Inc.
Condensed Consolidated Balance Sheets
(in US Dollars except share numbers)
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 12,508,251 | $ | 18,637,114 | ||||
| Accounts receivable, net | 18,655 | 2,649 | ||||||
| Contract assets, net | 224,414 | - | ||||||
| Inventory, net | 296,404 | 348,411 | ||||||
| Prepaid expenses and other | 313,115 | 1,489,921 | ||||||
| Total Current Assets | 13,360,839 | 20,478,095 | ||||||
| Noncurrent Assets | ||||||||
| Property and equipment, net | 38,558 | 68,513 | ||||||
| Intangible assets, net | 1,830 | 1,830 | ||||||
| Deposits | 14,747 | 14,747 | ||||||
| Operating lease right-of-use asset | 356,109 | 462,874 | ||||||
| Total Noncurrent Assets | 411,244 | 547,964 | ||||||
| TOTAL ASSETS | $ | 13,772,083 | $ | 21,026,059 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 624,724 | $ | 1,207,258 | ||||
| Deferred revenue | 499,800 | 4,338,570 | ||||||
| Accrued equity compensation | - | 89,970 | ||||||
| Current portion of operating lease liability | 126,724 | 118,235 | ||||||
| Total Current Liabilities | 1,251,248 | 5,754,033 | ||||||
| Noncurrent Liabilities | ||||||||
| Operating lease liability, net of current portion | 259,627 | 376,851 | ||||||
| Total Noncurrent Liabilities | 259,627 | 376,851 | ||||||
| TOTAL LIABILITIES | 1,510,875 | 6,130,884 | ||||||
| Commitments and Contingencies (Note 10) | - | - | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Preferred stock, $0.00001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||
| Common stock, $0.00001 par value; 200,000,000 authorized; 8,076,372 and 7,953,974 shares issued and outstanding, respectively | 81 | 80 | ||||||
| Additional paid in capital | 49,451,419 | 49,173,836 | ||||||
| Accumulated deficit | (37,190,292 | ) | (34,278,741 | ) | ||||
| Total Shareholders’ Equity | 12,261,208 | 14,895,175 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 13,772,083 | $ | 21,026,059 | ||||
CEA Industries Inc.
Condensed Consolidated Statements of Operations
(in US Dollars except share numbers)
| For the Three Months Ended December 31, | For the Years Ended December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue | $ | 251,093 | $ | 1,460,798 | $ | 6,910,951 | $ | 11,283,189 | ||||||||
| Cost of revenue | 536,919 | 1,309,796 | 6,368,872 | 10,138,249 | ||||||||||||
| Gross profit | (285,826 | ) | 151,002 | 542,079 | 1,144,940 | |||||||||||
| Operating expenses: | ||||||||||||||||
| Advertising and marketing expenses | 16,445 | 292,566 | 273,409 | 1,157,871 | ||||||||||||
| Product development costs | - | 65,514 | 76,487 | 319,987 | ||||||||||||
| Selling, general and administrative expenses | 693,023 | 1,075,248 | 3,145,328 | 4,759,865 | ||||||||||||
| Goodwill impairment charges | - | - | - | 631,064 | ||||||||||||
| Total operating expenses | 709,467 | 1,433,328 | 3,495,224 | 6,868,787 | ||||||||||||
| Operating loss | (995,293 | ) | (1,282,326 | ) | (2,953,145 | ) | (5,723,847 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income (expense), net | - | - | 7,778 | 191,358 | ||||||||||||
| Interest income (expense), net | 7,774 | 10,729 | 33,816 | 35,314 | ||||||||||||
| Total other income (expense) | 7,774 | 10,729 | 41,594 | 226,672 | ||||||||||||
| Loss before provision for income taxes | (987,519 | ) | (1,271,597 | ) | (2,911,551 | ) | (5,497,175 | ) | ||||||||
| Income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | (987,519 | ) | $ | (1,271,597 | ) | $ | (2,911,551 | ) | $ | (5,497,175 | ) | ||||
| Convertible preferred series B stock dividends | - | - | - | (35,984 | ) | |||||||||||
| Deemed dividend on convertible preferred series B stock on down round | - | - | - | (439,999 | ) | |||||||||||
| Net loss available to common shareholders | $ | (987,519 | ) | $ | (1,271,597 | ) | $ | (2,911,551 | ) | $ | (5,973,158 | ) | ||||
| Loss per common share – basic and diluted | $ | (0.12 | ) | $ | (0.18 | ) | $ | (0.36 | ) | $ | (0.84 | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | 8,076,372 | 7,094,410 | 8,075,228 | 7,094,410 | ||||||||||||
CEA Industries Inc.
Condensed Consolidated Statements of Cash Flows
(in US Dollars except share numbers)
|
For the Years Ended December 31, |
||||||||
| 2023 | 2022 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (2,911,551 | ) | $ | (5,497,175 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and intangible asset amortization expense | 29,655 | 32,442 | ||||||
| Share-based compensation | 187,615 | 307,736 | ||||||
| Provision for doubtful accounts | (2,056 | ) | (54,708 | ) | ||||
| Provision for excess and obsolete inventory | 121,791 | (20,472 | ) | |||||
| Loss on disposal of assets | 100 | 4,489 | ||||||
| Operating lease expense | 106,765 | 103,003 | ||||||
| Goodwill impairment charges | - | 631,064 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (13,950 | ) | 231,504 | |||||
| Contract assets | (224,414 | ) | - | |||||
| Inventory | (69,784 | ) | 50,387 | |||||
| Prepaid expenses and other | 1,176,806 | (216,202 | ) | |||||
| Accounts payable and accrued liabilities | (582,534 | ) | (175,409 | ) | ||||
| Deferred revenue | (3,838,771 | ) | 1,498,732 | |||||
| Operating lease liability, net | (108,735 | ) | (91,279 | ) | ||||
| Accrued equity compensation | - | 6,345 | ||||||
| Net cash used in operating activities | (6,129,063 | ) | (3,189,543 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchases of property and equipment | - | (30,348 | ) | |||||
| Proceeds from the sale of property and equipment | 200 | 2,250 | ||||||
| Net cash provided by (used in) investing activities | 200 | (28,098 | ) | |||||
| Cash Flows From Financing Activities | ||||||||
| Payment of dividends on series B preferred stock | - | (35,984 | ) | |||||
| Redemption of series B preferred stock | - | (1,980,000 | ) | |||||
| Net cash proceeds on sale of common stock and warrants, net of expenses | - | 21,711,131 | ||||||
| Net cash provided by financing activities | - | 19,695,147 | ||||||
| Net change in cash and cash equivalents | (6,128,863 | ) | 16,477,506 | |||||
| Cash and cash equivalents, beginning of period | 18,637,114 | 2,159,608 | ||||||
| Cash and cash equivalents, end of period | $ | 12,508,251 | $ | 18,637,114 | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of series B preferred stock | - | $ | 1,980,000 | |||||
| Deemed dividend on series B preferred stock arising on down round | - | $ | 439,999 | |||||
| Cashless exercise of prefunded warrants | $ | 2 | ||||||
| Options issued for accrued equity compensation liability | $ | 89,970 | $ | - | ||||