false000147172700014717272023-03-282023-03-28

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, 2023
_______________________
Better Choice Company Inc.
(Exact name of Registrant as Specified in its Charter)
_______________________
Delaware001-4047783-4284557
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
12400 Race Track Road
Tampa, Florida 33626
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________
(Registrant's Telephone Number, Including Area Code): (212) 896-1254
N/A
(Former name or former address, if changed since last report.)
_______________________
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:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value shareBTTRNYSE American
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 2.02    Results of Operations and Financial Condition
On March 28, 2023, Better Choice Company Inc., a Delaware corporation (the “Company”), announced its financial results for the fourth quarter and year ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Management's projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified by the use of words such as "expect," "anticipate," "believe," "estimate," "potential," "should" or similar words intended to identify information that is not historical in nature. Forward-looking statements contained herein include, among others, statements concerning management's expectations about future events and the Company’s operating plans and performance, the effects of the COVID-19 outbreak, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation, sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business, please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits.
ExhibitsDescription
2


SIGNATURE
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.
Better Choice Company Inc.
March 28, 2023
By:/s/ Sharla A. Cook
Name:Sharla A. Cook
Title:Chief Financial Officer
3

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Better Choice Company Reports Fourth Quarter and Full Year 2022 Financial Results
Year-to-Date Net Sales Totaled $54.7 million, an Increase of 19% Year-over-Year
Year-to-Date Gross Margin of 28%, or 31% Excluding the Impact of Inventory Rationalization
NEW YORK, NY, March 28, 2023 -- Better Choice Company Inc. (NYSE American: BTTR) (the “Company” or “Better Choice”), a pet health and wellness company, today reported its financial results for the fourth quarter and year ended December 31, 2022.

Lionel F. Conacher, Interim CEO of Better Choice, stated, “During the fourth quarter, net sales were sales were $9.3 million resulting in full year 2022 net sales of $54.7 million, a 19% increase versus the prior year. Our International channel delivered year-over-year net sales growth of 48% and Brick & Mortar net sales grew 72% in 2022 versus the prior year fueled by the Halo Elevate launch. Driven by channel partner dynamics and brand migration in our online businesses, E-commerce net sales for 2022 were down 3% versus the prior year and DTC declined 30%. Looking to 2023, we continue to be focused on the execution of our growth plans and reduction of quarterly cash burn."

Year-to-Date 2022 Financial Highlights
Gross Sales of $65.7 million.
Net Sales of $54.7 million.
International net sales of $21.9 million.
E-commerce net sales of $14.6 million.
Brick & Mortar net sales of $11.6 million.
Direct to Consumer net sales of $6.6 million.
Gross margin of 27.9%, reflecting impact of one-time rationalization of inventory. Excluding inventory reserve expense, gross margin was 31.3%.
Loss from operations of $38.8 million.
Adjusted EBITDA loss of $(11.8) million.
Net loss available to common stockholders of $(39.3) million.
Fourth Quarter 2022 Financial Highlights
Gross Sales of $12.0 million.
Net Sales of $9.3 million.
International net sales of $2.2 million.
E-commerce net sales of $3.5 million.
Brick & Mortar net sales of $2.0 million.
Direct to Consumer net sales of $1.6 million.
Gross margin of 17.9%, reflecting impact of one-time rationalization of inventory. Excluding inventory reserve expense, gross margin was 31.9%.
Loss from Operations of $24.2 million.
Adjusted EBITDA loss of $(4.8) million.
Net loss available to common stockholders of $24.4 million.






Better Choice Company Inc.
Consolidated Statements of Operations
(Dollars in thousands)
Three months ended
December 31,
Year ended
December 31,
2022202120222021
Net sales$9,266 $10,987 $54,660 $46,006 
Cost of goods sold7,604 8,231 39,399 30,638 
Gross profit1,662 2,756 15,261 15,368 
Operating expenses:
Selling, general and administrative6,690 7,110 32,461 28,507 
Share-based compensation515 623 2,969 4,140 
Impairment of goodwill18,614 — 18,614 — 
Total operating expenses25,819 7,733 54,044 32,647 
Loss from operations(24,157)(4,977)(38,783)(17,279)
Other (expense) income:
Interest expense, net(227)(69)(551)(3,217)
Gain on extinguishment of debt, net— — — 457 
Change in fair value of warrant liabilities— — — 23,463 
Total other (expense) income, net(227)(69)(551)20,703 
Net (loss) income before income taxes(24,384)(5,046)(39,334)3,424 
Income tax (benefit) expense(22)37 (18)37 
Net (loss) income available to common stockholders$(24,362)$(5,083)$(39,316)$3,387 



Better Choice Company Inc.
Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
December 31, 2022December 31, 2021
Assets
Cash and cash equivalents$3,173 $21,729 
Restricted cash6,300 7,213 
Accounts receivable, net6,744 6,792 
Inventories, net10,257 5,245 
Prepaid expenses and other current assets1,051 2,940 
Total Current Assets27,525 43,919 
Fixed assets, net375 369 
Right-of-use assets, operating leases173 56 
Intangible assets, net10,059 11,586 
Goodwill— 18,614 
Other assets544 116 
Total Assets$38,676 $74,660 
Liabilities & Stockholders’ Equity
Current Liabilities
Accounts payable$2,932 $4,553 
Accrued and other liabilities2,596 1,879 
Term loan, net— 855 
Operating lease liability52 54 
Total Current Liabilities5,580 7,341 
Non-current Liabilities
Line of credit, net11,444 4,856 
Term loan, net— 4,559 
Deferred tax liability— 24 
Operating lease liability124 
Total Non-current Liabilities11,568 9,444 
Total Liabilities17,148 16,785 
Stockholders’ Equity
Common Stock, $0.001 par value, 200,000,000 shares authorized, 29,430,267 & 29,146,367 shares issued and outstanding as of December 31, 2022 and 2021, respectively29 29 
Additional paid-in capital320,071 317,102 
Accumulated deficit(298,572)(259,256)
Total Stockholders’ Equity21,528 57,875 
Total Liabilities and Stockholders’ Equity$38,676 $74,660 




Better Choice Company Inc.
Non-GAAP Measures
Adjusted EBITDA
We define Adjusted EBITDA as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operations. Adjusted EBITDA is determined by adding the following items to net (loss) income: interest expense, tax expense, depreciation and amortization, share-based compensation, warrant expense, impairment of goodwill, loss on disposal of assets, change in fair value of warrant liabilities, gain or loss on extinguishment of debt, equity and debt offering expenses and other non-recurring expenses.
We present Adjusted EBITDA as it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. We believe that the disclosure of Adjusted EBITDA is useful to investors as this non-GAAP measure forms the basis of how our management team reviews and considers our operating results. By disclosing this non-GAAP measure, we believe that we create for investors a greater understanding of and an enhanced level of transparency into the means by which our management team operates our company. We also believe this measure can assist investors in comparing our performance to that of other companies on a consistent basis without regard to certain items that do not directly affect our ongoing operating performance or cash flows.
Adjusted EBITDA does not represent cash flows from operations as defined by GAAP. Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation, or as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income, gross margin, and our other GAAP results.





The following table presents a reconciliation of net (loss) income, the closest GAAP financial measure, to EBITDA and Adjusted EBITDA for each of the periods indicated (in thousands):
Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA
Three Months Ended
December 31,
Year Ended
December 31,
2022202120222021
Net (loss) income available to common stockholders$(24,362)$(5,083)$(39,316)$3,387 
Interest expense, net227 69 551 3,217 
Income tax (benefit) expense(22)37 (18)37 
Depreciation and amortization425 409 1,690 1,664 
EBITDA(23,732)(4,568)(37,093)8,305 
Non-cash share-based compensation and warrant expense (a)515 623 2,969 4,186 
Impairment of goodwill18,614 — 18,614 — 
Loss on disposal of assets29 276 
Non-cash change in fair value of warrant liability and warrant derivative liability— — — (23,463)
Gain on extinguishment of debt, net— — — (457)
Offering relating expenses (b)— — — 220 
Non-recurring strategic branding initiatives (c)— 357 948 524 
Launch expenses (d)(480)— 98 — 
Non-recurring and other expenses (e)264 557 2,654 3,329 
Adjusted EBITDA$(4,816)$(3,030)$(11,781)$(7,080)
(a) Reflects non-cash expenses related to equity compensation awards. 2021 additionally includes non-cash expenses related to stock purchase warrants issues for third-party services provided. Share-based compensation is an important part of the Company's compensation strategy and without our equity compensation plans, it is probable that salaries and other compensation related costs would be higher.
(b) Reflects administrative costs associated with the registration of common shares and other debt and equity financing transactions.
(c) Includes one-time marketing agency and design fees as well as other charges related to our strategic re-branding initiatives.
(d) Reflects non-recurring launch expenses related to the Elevate® launch.
(e) For the three months ended December 31, 2022, includes non-recurring severance costs of $0.1 million, non-recurring executive recruitment costs of $0.1 million and other non-recurring charges of $0.1 million. The year ended December 31, 2022 includes non-recurring severance costs of $0.3 million, non-cash third party share-based compensation of $2.1 million issued in 2020 as part of a multi-year contract, non-recurring professional fees of $0.1 million, non-recurring executive recruitment costs of $0.1 million and other non-recurring charges of $0.1 million, partially offset by $0.1 million of non-recurring customer refunds related to prior year periods included in cost of goods sold. The three months ended December 31, 2021 includes non-cash third party share-based compensation of $0.2 million, non-recurring severance costs of $0.1 million, director costs of $0.1 million and non-recurring costs related to a co-manufacturer change of $0.2 million, partially offset by a $0.1 million reduction to sales tax liability. The year ended December 31, 2021 includes non-cash third party share-based compensation of $2.1 million, non-recurring severance costs of $0.8 million, non-recurring consulting costs of $0.4 million, director fees of $0.4 million and $0.2 million of non-recurring costs related to a co-manufacturer change, partially offset by a $0.6 million reduction to sales tax liability.



About Better Choice Company Inc.
Better Choice Company Inc. is a pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. We offer a broad portfolio of pet health and wellness products for dogs and cats sold under our Halo brand across multiple forms, including foods, treats, toppers, dental products, chews, and supplements. We have a demonstrated, multi-decade track record of success and are well positioned to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. Our products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. Halo’s core products are made with high-quality, thoughtfully sourced ingredients for natural, science-based nutrition. Each innovative recipe is formulated with leading veterinary and nutrition experts to deliver optimal health. For more information, please visit https://www.betterchoicecompany.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:
Better Choice Company Inc.
Lionel F. Conacher, Interim CEO

Investor Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254
Valter@KCSA.com