fuv20220630b

fuv20220630b_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-38213

ARCIMOTO, INC.

(Exact name of registrant as specified in its charter)

Oregon

26-1449404

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2034 West 2^nd Avenue, Eugene, OR 97402

(Address of principal executive offices and zip code)

(541) 683-6293

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, no par value		FUV		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of Aug 11, 2022, there were approximately 44,871,492 shares of the registrant’s common stock issued and outstanding.

Table of Contents

ARCIMOTO, INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2022

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Stockholders’ Equity	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II.	OTHER INFORMATION	30

Item 1.	Legal Proceedings	30
		30
Item 6.	Exhibits	30

	SIGNATURES	31

Table of Contents

PART I - FINANCIAL INFORMATION

ARCIMOTO, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

Item 1. Financial Statements

	*June 30, 2022*			*December 31, 2021*
ASSETS
Current assets:
Cash and cash equivalents	$	5,013,024		$	16,971,320
Accounts receivable, net		324,183			127,860
Inventory		11,440,467			7,856,105
Prepaid inventory		2,749,231			2,637,688
Other current assets		4,574,052			2,440,322
Total current assets		24,100,957			30,033,295

Property and equipment, net		27,413,184			24,338,907
Intangible assets, net		9,464,724			9,885,680
Deferred offering costs		—			24,000
Operating lease right-of-use assets		1,635,928			—
Security deposits		117,468			117,468
Total assets	$	62,732,261		$	64,399,350

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Current liabilities:
Accounts payable	$	2,757,973		$	2,016,283
Accrued liabilities		2,711,170			2,352,034
Customer deposits		1,078,927			817,137
Notes payable		1,247,645			2,039,367
Current portion of finance lease obligations		392,476			352,294
Current portion of equipment notes payable		457,967			493,160
Current portion of warranty reserve		428,352			331,485
Current portion of deferred revenue		91,636			111,166
Current portion of operating lease liabilities		671,758			—
Deferred rent		—			101,550
Total current liabilities		9,837,904			8,614,476

Finance lease obligations		546,669			712,511
Equipment notes		1,042,400			1,185,060
Convertible note		6,726,790			—
Warranty reserve		352,567			330,015
Operating lease liabilities		1,043,483			—
Long-term deferred revenue		4,500			9,000
Total long-term liabilities		9,716,409			2,236,586

Total liabilities		19,554,313			10,851,062

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common Stock, no par value, 100,000,000 shares authorized; 41,770,760 and 37,643,591 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		166,999,962			150,502,566
Additional paid-in capital		10,528,288			7,038,124
Accumulated deficit		(134,350,302	)		(103,992,402	)
Total stockholders’ equity		43,177,948			53,548,288
Total liabilities and stockholders’ equity	$	62,732,261		$	64,399,350

See accompanying notes to condensed financial statements.

Table of Contents

ARCIMOTO, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2022*			*2021*			*2022*			*2021*
Revenue	$	1,499,341		$	717,379		$	2,149,574		$	2,111,355
Cost of goods sold		6,104,337			3,248,061			10,151,609			6,472,812
Gross loss		(4,604,996	)		(2,530,682	)		(8,002,035	)		(4,361,457	)

Operating expenses:
Research and development		3,716,431			2,646,071			7,623,016			5,070,511
Sales and marketing		3,070,280			1,589,475			5,996,785			2,554,078
General and administrative		3,785,661			2,586,719			6,484,614			5,010,188
Total operating expenses		10,572,372			6,822,265			20,104,415			12,634,777

Loss from operations		(15,177,368	)		(9,352,947	)		(28,106,450	)		(16,996,234	)

Other (income) expense:
Gain on forgiveness of PPP loan		—			(1,078,482	)		—			(1,078,482	)
Unrealized loss on convertible note fair value		2,145,540			—			2,145,540			—
Interest expense		124,171			47,348			173,906			99,575
Other income		(45,937	)		(75,279	)		(71,196	)		(89,433	)

Loss before income tax benefit		(17,401,142	)		(8,246,534	)		(30,354,700	)		(15,927,894	)

Income tax (expense) benefit		(3,200	)		(150	)		(3,200	)		2,938,698

Net loss	$	(17,404,342	)	$	(8,246,684	)	$	(30,357,900	)	$	(12,989,196	)

Weighted average common shares - basic and diluted		39,573,329			36,145,523			38,774,585			35,738,678
Net loss per common share - basic and diluted	$	(0.44	)	$	(0.23	)	$	(0.78	)	$	(0.36	)

See accompanying notes to condensed financial statements.

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ARCIMOTO, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	*Common Stock*
		*Number of Shares*		*Amount*		*Additional Paid-In Capital*			*Stock Subscription Receivable*			*Accumulated Deficit*			*Total Stockholders’ Equity*
Balance at March 31, 2021		35,758,090	$	128,855,849	$	4,413,966		$	—		$	(61,171,163	)	$	72,098,652

Issuance of common stock for cash, net of offering costs of $380,626		873,348		12,856,319		—			—			—			12,856,319
Exercise of warrants		100,000		51,733		(1,733	)		—			—			50,000
Exercise of stock options		260,478		1,143,062		(338,851	)		—			—			804,211
Stock subscribed on June 29, 2021		—		—		3,534,860			(3,534,860	)		—			—
Stock-based compensation		—		—		677,866			—			—			677,866
Net loss		—		—		—			—			(8,246,684	)		(8,246,684	)
Balance at June 30, 2021		36,991,916	$	142,906,963	$	8,286,108		$	(3,534,860	)	$	(69,417,847	)	$	78,240,364

Balance at March 31, 2022		38,225,674	$	154,283,555	$	8,434,961		$	—		$	(116,945,960	)	$	45,772,556

Issuance of common stock for cash, net of offering costs of $392,960		3,506,111		12,602,091		—			—			—

SEC Form 10-Q filed by Arcimoto Inc.