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Hello, and welcome to Arcadia Biosciences, Inc. First Quarter 2025 Financial Results and Business Highlights Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question and answer session. To ask a question during the session, you will need to press 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Mark Kawakami, Chief Financial Officer at Arcadia Biosciences, Inc. Please go ahead.

Thank you. Joining me on the call today is T.J. Schaefer, Arcadia's President and Chief Executive Officer. This call is being webcast, and you can refer to the company's press release at ArcadiaBio.com. Before we start, I would like to remind you that Arcadia Biosciences, Inc. will be making forward-looking statements on this call based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, the company's actual performance and results may differ materially from those described or implied today. You can review the company's safe harbor language in our most recently filed 10-K. With that, I will now turn the call over to T.J. Schaefer.

Thanks, Mark, and thank you to everyone on the call for joining us today to discuss our 2025 first quarter financial results. It has only been seven weeks since we delivered our 2024 year-end update, but the momentum from the second half of 2024 has carried into 2025, and I am very pleased with our first quarter results. Zola coconut water continues to thrive and outperform our own internal expectations. In Q1 2025, our revenue grew 90% year-over-year, primarily driven by new distribution gains, which increased 70% compared to the same period last year. We continue to implement tight cost controls, resulting in strong gross margins and a 16% year-over-year reduction in operating expenses, inclusive of nearly half a million dollars in transaction-related fees during the quarter. In addition to our strong brand performance, we also made significant progress during the quarter monetizing our intellectual property, a goal we have discussed for several years. Finally, the pending business combination with Roosevelt Resources continues to move forward, and we believe it is on track to be completed towards the end of the summer.

Today, I would like to discuss each of these topics in more detail, starting with the performance of Zola. As I just mentioned, our revenue from Zola increased 90% compared to the same quarter last year, primarily driven by a 70% increase in new distribution. Growing Zola's presence in the marketplace has been a focus of Arcadia Biosciences, Inc., and we believe it represents our best opportunity to significantly increase our share of coconut water industry sales, given our relatively low penetration rate. Our sell-through or scan data sales increased 76% during the 13 weeks ended March 29, 2025, based on Nielsen data. This rate of sales growth is more than three times faster than the coconut water category, which grew 24% during the same time period. Coconut water continues to outpace the growth of many other beverage categories, driven by the shift in consumer preferences toward healthy, better-for-you beverages. With a rich source of key electrolytes such as potassium, magnesium, and calcium, consumers are recognizing that coconut water offers an excellent way to naturally rehydrate and reenergize. With Zola, we believe we have the best-tasting coconut water that is packaged directly at the source in Thailand.

In the past, we have conducted consumer taste tests where Zola was preferred to its competitors by a two-to-one margin, and we continue to focus on new products that we believe will bring more consumers into the category. For example, one year ago, we launched two new flavors, lime and pineapple, into the marketplace, and I am happy to report that we have already sold more pineapple in the first four months of 2025 than we did all of last year, driven by new placements. Aside from new flavors, we are currently working on a number of new product offerings that will provide a twist on traditional coconut water that we are excited about. In fact, in a category review meeting earlier this year, we brought a sample of our new product to one of our largest customers, and they were blown away by the flavor, decisively choosing our new offering over a competitive product. While our timeline to launch has been pushed back as a result of the pending business combination with Roosevelt Resources, we expect to have our new innovation on the shelf early next year.

In addition to product innovation, Zola also has a healthy pipeline and is currently in discussions with new customers and distributors, representing more than 50% of our current customer base. So far in Q2, we have already won new customer accounts and are optimistic about being awarded additional placements based on initial feedback from our category review meetings earlier this year. One positive outcome of these meetings that I would like to highlight is that we were awarded an additional SKU at existing customers, representing more than 1,000 stores or nearly one-third of our current distribution. This is meaningful not only for the additional revenue that it will bring but it also highlights the strong performance of the existing Zola SKUs and opens the door to additional placements and offerings in the future. From an inventory perspective, Zola is well-positioned. We have replenished our inventory ahead of the all-important beverage season after it was depleted last year following large new customer wins. The timing of this replenishment was beneficial as it gave us approximately three months of inventory before any of the recently announced tariffs took effect.

Therefore, we expect tariffs to have little to no impact on our Q2 financial results. Going forward, we believe the 10% baseline tariff that went into effect in early April is not likely to have a significant impact on our results, as we have identified potential cost savings opportunities that we expect to largely offset the impact. As a result, we do not anticipate taking any action at this time in direct response to the baseline tariffs. Having said that, we continue to have conversations with our customers and distributors and have developed mitigation plans should the need occur.

Shifting gears, I want to discuss the actions we have taken to exit Arcadia's legacy business and monetize our intellectual property. As disclosed on Form 8-K on April 3, we entered into an agreement with BioSeries, effective March 28, 2025. Under the terms of the agreement, all rights related to certain previously licensed soy patents were returned to Arcadia along with $750,000 in cash in exchange for Arcadia's granted patents and patent applications for reduced gluten and oxidative stability, as well as the elimination of all future royalties pursuant to a previous agreement between the two companies. This transaction represented a meaningful step for Arcadia in our efforts to streamline operations, exit the legacy AgTech business, and monetize our intellectual property.

Let me provide some context on the significance of this agreement. First, it allowed us to receive $750,000 in cash that was nondilutive to Arcadia shareholders. Second, the soy patent, which was originally acquired in a 2005 transaction more than ten years prior to Arcadia going public, resulted in a $1,000,000 contingent liability on our balance sheet. By regaining the rights to this patent, we were permitted to take the next step and notify the patent authorities of our intent to abandon the technology. The abandonment of this patent eliminated the possibility of future commercialization, allowing us to release the $1,000,000 liability from our balance sheet. Finally, we are able to avoid any future expenses relating to the maintenance of patents and patent applications for technologies we are no longer pursuing. As a result of this transaction, along with various other agreements that have been previously disclosed, Arcadia, no longer expects to receive any license or royalty fees, or to incur any significant future expenses related to any of its wheat-related intellectual property.

Currently, we have one remaining tomato patent that is licensed to a third party and represents a $1,000,000 contingent liability on our balance sheet. While we can make no assurances, we are working on options that could result in the removal of that contingent liability, which would conclude our exit from the legacy AgTech business.

The last topic I would like to discuss is the pending business combination with Roosevelt Resources. As you are aware, in December 2024, we signed a definitive agreement to combine with Roosevelt pursuant to a securities exchange agreement. While the process has taken longer than originally anticipated, I want to reiterate that the planned transaction continues to move forward, as evidenced by our recent Form 8-Ks filed on May 2 with the SEC. The amendment to the exchange agreement that was filed modified one of the closing conditions, allowing a party to terminate the agreement if the transaction was not completed. From May 15 to August 15, in order to give both companies adequate time to prepare financials, respond to SEC comments, update our initial Form S-4 filing, and host a shareholder meeting to vote on proposals relating to the transaction. In addition, the amendment also provided for a fixed equity share ratio of 90-10 between the Roosevelt Partners and Arcadia stockholders. The original exchange agreement included a calculation where the ownership stake could be adjusted upward or downward based on several factors, including the amount of cash and cash equivalents on Arcadia's books at the closing date. By keeping the ratio constant, we believe we are providing Arcadia stockholders with a greater level of ownership certainty post-transaction.

In terms of next steps, both companies are working to finalize financial results for Q1 2025, along with other information, and we anticipate filing an amendment to the initial Form S-4 registration statement after this information and other disclosures are updated. Once the registration statement is declared effective, the proxy materials will be mailed out to stockholders of record to be voted on at the shareholder meeting. Although there are many uncertainties that could affect the overall timing of the transaction, and no assurances are possible, we are hopeful of being in a position to close the transaction around the August 15 date noted in the First Amendment agreement with Roosevelt. With that, I will now turn the call over to Mark to discuss our 2025 first-quarter financial results in more detail.

Thank you, T.J., and welcome to everyone joining us on the call. I would like to remind everyone my discussion of the financial results will refer to the impact of continuing operations only. Any reference to prior-year results will exclude the impact of discontinued GoodWheat and body care operations. With that, I will begin our discussion of the financial results.

In Q1, total revenues were approximately $1,200,000, and this represented an increase of 22% compared to the same period last year. However, it's worth noting that Zola revenues increased 90% compared to last year, since revenue in Q1 of 2024 included $354,000 in sales related to GLA oil. In 2025, we expect product revenues to be driven entirely by the Zola product line, as we no longer carry any inventory of GLA oil. The cost of revenues in Q1 was approximately $680,000, representing a 45% increase compared to the same period last year. The gross margin rate was 43% this quarter, compared to 52% in Q1 of 2024, and this is the ninth consecutive quarter with gross margins above 30%.

Consistent with the last couple of quarters, we continue to expect gross margin rates to trend toward the low 30% range now that we have transitioned to a single product line. There were no research and development costs this quarter, compared to $6,000 in R&D costs in Q1 of last year. This continues to reflect our strategy to develop the Zola brand by leveraging our existing resources and minimizing new investment.

As T.J. mentioned earlier, we completed a transaction this quarter that allowed us to sell our remaining wheat patents in exchange for cash, as well as the return of a legacy soy patent. The wheat patents did not carry a value on our balance sheet, so we recognized the entire $750,000 of consideration as a gain on the sale of intangible assets. We received $500,000 of this in cash prior to the close of Q1, and we received the remaining $250,000 following the end of the quarter. Additionally, regaining control of our legacy soy patented allow ed us to eliminate our royalty obligations associated with the technology. This benefit was recognized as a change in fair value and it had the effect of increasing our net income and reducing our noncurrent liabilities by $1,000,000.

In Q1, selling, general, and administrative costs were $1,700,000, which included almost half a million dollars of costs related to the pending transaction with Roosevelt Resources. This was a reduction from Q1 of 2024 when costs were $2,100,000, including $200,000 in costs related to M&A activity. There was no loss from discontinued operations this quarter, compared to $1,500,000 in costs in Q1 of 2024. We expect losses from discontinued operations to remain low for the remainder of 2025. Moving to the balance sheet, we ended Q1 with $3,200,000 in cash, compared to $4,200,000 at the start of the year. Recall that our cash consumption included ongoing M&A expenses, which we were able to accommodate by reducing our underlying cash spend and by monetizing our legacy business assets.

For accounts receivable, we ended Q1 with $1,600,000 compared to $1,200,000 at the start of the year. The increase was driven by consideration from the sale of our patent assets, the recovery of some receivables that had previously been reserved for, as well as the addition of interest related to our note receivable. For inventory, we ended Q1 with a balance of $1,300,000 compared to $900,000 at the start of the year. The growth in inventory reflects the growth in Zola revenues, as well as the run-up to the spring-summer selling season and the effect of longer lead times from our suppliers. The promissory note we received from the sale of GoodWheat assets in May of 2024 continues to accrue interest at the prime rate. We're scheduled to receive approximately $2,500,000 in cash as the first repayment of principal and interest.

In summary, we have had a strong start to 2025 with continued improvements across almost all areas of our financial performance. First, we continue to achieve revenue growth that outpaced the category and we have accomplished this without new investment or spending on R&D. Additionally, we continue to reduce our operating expenses, our underlying cash consumption, and the cost from discontinued operations all while ramping up for the busy spring-summer selling season. Finally, we have continued to strengthen our balance sheet by monetizing legacy business assets and eliminating long-standing liabilities. Thank you. I will now turn the call over to the operator for questions.

Thank you. As a reminder, to ask a question, please press 11 on your telephone and wait for your name to be announced. One moment for questions. To withdraw your question, please press 11 again. Our first question comes from Ben Klieve with Lake Street. You may proceed.

Alright, thanks for taking my questions and congratulations. Another good quarter here with the momentum continuing in Zola. First, a couple of questions related to Zola. T.J., you talked about kind of the momentum continuing and expanding your distribution pipeline. You noted that you had already, year-to-date, seen that pipeline expand. I am wondering if you can quantify for us any successes that you have to date and then maybe, at least directionally, talk about the magnitude of the pipeline that you think is still out there for potential expansion later this year?

Sure. So in terms of size of the pipeline, it's probably, I mentioned in my prepared remarks, it's about half of our current distribution which is, you know, in the neighborhood of 3,500 stores. Thus far, we have added some new accounts, albeit in Q2, so we're not kind of reporting those numbers yet, but some new customer accounts as well as some new distributors.

Okay, very good. And then, regarding some new accounts and new distribution, historically, there had been kind of a modest lag before those successes really hit the income statement. Do you expect that to, the momentum that you have here to be reflected still in the 2025 financials, or is that going to be more of a 2026 type event?

Yeah, similar type of trending, where we would be awarded the account, and then it could be a couple of months before the product actually goes on shelf. But most of those awards that we are looking towards would have an impact on 2025.

Okay, that's great. Very good. One question regarding the legacy ag biotech business. That one remaining patent that you have, do you anticipate that there's any commercial value there, or is it similar to the patent that you just got back from BioSeries that you simply just want to get it back so you can retire it?

There is potentially commercial value, but not for Arcadia. It is licensed to a third party. Our conversations with them have stated that they are probably two years away from commercialization. So we are working with them to explore options that would allow them to take advantage of that and potentially commercialize their efforts while also alleviating us of any future liabilities.

Got it. Okay. Helpful. And then last one for me, and I'll get back in queue. Mark, you noted a $2.5 million initial payment for the note receivable. I just want to confirm, do you expect to have that in hand here within the second quarter, or could that be pushed out into the third?

Yeah, it's scheduled for receipt in Q2.

Okay.

Very good. Alright. Well, I appreciate you guys taking my questions. Congratulations again, and I'll get back in queue.

Thank you.

Thank you. I would now like to turn the call back over to T.J. Schaefer for any closing remarks.

Thank you. In summary, we are extremely pleased with our performance to start the year as the momentum from 2024 has continued into 2025. Zola sales increased 90% year-over-year, and we have a strong pipeline of opportunities and new innovation to help drive growth going forward. Our gross margins have now exceeded 30% for nine straight quarters and our operating expenses, inclusive of about half a million dollars in transaction fees, are near their lowest level in ten years. We also made significant progress in exiting our legacy business, streamlining operations, and eliminating potential liabilities ahead of the pending business combination with Roosevelt later this year. This concludes my remarks. Thank you for your interest in Arcadia Biosciences, Inc. and have a great day, everyone.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.