fuv20220930_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: September 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 Nov 10, 2022, there were approximately 51,191,532 shares of the registrant’s common stock issued and outstanding.

Table of Contents

ARCIMOTO, INC.

FORM 10-Q

For the Quarterly Period Ended September 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

Item 6.	Exhibits	30

	SIGNATURES	31

Table of Contents

PART I - FINANCIAL INFORMATION

ARCIMOTO, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

Item 1. Financial Statements

	*September 30, 2022*			*December 31, 2021*
ASSETS
Current assets:
Cash and cash equivalents	$	4,217,951		$	16,971,320
Accounts receivable, net		332,119			127,860
Inventory		12,290,355			7,856,105
Prepaid inventory		3,110,391			2,637,688
Other current assets		5,391,558			2,440,322
Total current assets		25,342,374			30,033,295

Property and equipment, net		29,440,642			24,338,907
Intangible assets, net		9,256,391			9,885,680
Deferred offering costs		—			24,000
Operating lease right-of-use assets		1,477,776			—
Security deposits		119,673			117,468
Total assets	$	65,636,856		$	64,399,350

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Current liabilities:
Accounts payable	$	2,708,556		$	2,016,283
Accrued liabilities		4,704,836			2,352,034
Customer deposits		1,048,434			817,137
Notes payable		-			2,039,367
Short-term convertible note		8,673,858			—
Warrant liabilities		366,852			—
Current portion of finance lease obligations		500,955			352,294
Current portion of equipment notes payable		414,877			493,160
Current portion of warranty reserve		451,397			331,485
Current portion of deferred revenue		219,908			111,166
Current portion of operating lease liabilities		690,682			—
Deferred rent		—			101,550
Total current liabilities		19,780,355			8,614,476

Finance lease obligations		934,482			712,511
Equipment notes		958,636			1,185,060
Convertible note		4,801,600
Warranty reserve		276,634			330,015
Operating lease liabilities		864,195			—
Long-term deferred revenue		2,250			9,000
Total long-term liabilities		7,837,797			2,236,586

Total liabilities		27,618,152			10,851,062

Commitments and contingencies (Note 12)

Stockholders’ equity:
Common Stock, no par value, 100,000,000 shares authorized; 45,560,514 and 37,643,591 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		177,188,124			150,502,566
Additional paid-in capital		12,144,581			7,038,124
Accumulated deficit		(151,314,001	)		(103,992,402	)
Total stockholders’ equity		38,018,704			53,548,288
Total liabilities and stockholders’ equity	$	65,636,856		$	64,399,350

See accompanying notes to condensed financial statements.

Table of Contents

ARCIMOTO, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2022*			*2021*			*2022*			*2021*
Revenue	$	2,024,205		$	1,498,176		$	4,173,779		$	3,609,531
Cost of goods sold		6,987,035			4,856,331			17,138,644			11,329,143
Gross loss		(4,962,830	)		(3,358,155	)		(12,964,865	)		(7,719,612	)

Operating expenses:
Research and development		6,521,379			3,186,469			14,144,395			8,256,980
Sales and marketing		3,321,862			1,983,738			9,318,647			4,537,816
General and administrative		4,099,354			3,061,607			10,583,968			8,071,795
Loss on asset disposal		12,408			—			12,408			—
Total operating expenses		13,955,003			8,231,814			34,059,418			20,866,591

Loss from operations		(18,917,833	)		(11,589,969	)		(47,024,283	)		(28,586,203	)

Other (income) expense:
Gain on forgiveness of PPP loan		—			—			—			(1,078,482	)
Unrealized (gain)/loss on convertible note fair value		(2,122,828	)		—			22,712			—
Interest expense		84,945			51,671			258,851			151,246
Other expense/(income)		83,749			(131,781	)		12,553			(221,214	)

Loss before income tax benefit		(16,963,699	)		(11,509,859	)		(47,318,399	)		(27,437,753	)

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

Net loss	$	(16,963,699	)	$	(11,509,859	)	$	(47,321,599	)	$	(24,499,055	)

Weighted average common shares - basic and

SEC Form 10-Q filed by Arcimoto Inc.