You should read the following discussion and analysis of financial condition and results of operation together with "Selected Financial Data," the consolidated financial statements and the related notes included elsewhere this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that impact our business. In particular, we encourage you to review the risks and uncertainties described in "Risk Factors" in Part I, Item 1A in this Form 10-K. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends.





Overview


ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc., ChromaDex Asia Limited and ChromaDex Europa B.V. (collectively, "ChromaDex", the "Company" or, in the first person as "we" "us" and "our") are a global bioscience company dedicated to healthy aging. The ChromaDex team, which includes world-renowned scientists, is pioneering research on nicotinamide adenine dinucleotide ("NAD+"), levels of which decline with age. ChromaDex is the innovator behind NAD+ precursor nicotinamide riboside ("NR"), commercialized as the flagship ingredient NIAGEN®. Nicotinamide riboside and other NAD+ precursors are protected by ChromaDex's patent portfolio. ChromaDex delivers NIAGEN® as the sole active ingredient in its consumer product, TRU NIAGEN®. The Company also has an analytical reference standards and services segment, which focuses on natural product fine chemicals (known as "phytochemicals") and related chemistry services.

The discussion and analysis of our financial condition and results of operations are based on the ChromaDex financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues, if any, and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

As of December 31, 2020, cash and cash equivalents totaled approximately $16.7 million. Subsequent to the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company sold and issued an aggregate of $25.0 million of the Company's common stock. The Company anticipates that its current cash, cash equivalents and cash to be generated from operations, the $25.0 million received from the financing described above and available line of credit up to $7.0 million from Western Alliance Bank will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of this report. The Company may, however, seek additional capital within the next twelve months, both to meet its projected operating plans within the next twelve months and/or to fund its longer term strategic objectives. In June 2020, we filed a $125.0 million registration statement on Form S-3 with the Commission, utilizing a "shelf" registration process. Under this shelf registration process, we may sell securities from time to time, including up to $50.0 million pursuant to the At Market Issuance Sales Agreement, dated as of June 12, 2020, with B. Riley FBR, Inc. and Raymond James & Associates, Inc. As of December 31, 2020, we have not sold any securities pursuant to the ATM Facility.

Additional capital may come from public and/or private stock or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. Further, if we issue equity or debt securities to raise additional funds, our existing stockholders may experience dilution and the new equity or debt securities we issue may have rights, preferences and privileges senior to those of our existing stockholders. In addition, if we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products or proprietary technologies, or to grant licenses on terms that are not favorable to us. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, obtain the required regulatory clearances or approvals, achieve long term strategic objectives, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material and adverse effect on our business, results of operations and financial condition.






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Some of our operations are subject to regulation by various state and federal agencies. Dietary supplements are subject to FDA, FTC and U.S. Department of Agriculture regulations relating to composition, labeling and advertising claims. These regulations may in some cases, particularly with respect to those applicable to new ingredients, require a notification that must be submitted to the FDA along with evidence of safety. There are similar regulations related to food additives.





Impact of COVID-19



The COVID-19 pandemic continues to drive global uncertainty and disruption, which has created headwinds for our business. Our ecommerce business continues to perform relatively well in this challenging environment.

Our retail business, including sales to A.S. Watson group and other partners in international markets, has been more impacted by the effects of COVID-19, due to store closures and reduced operating hours. To date, we have successfully navigated the business during the COVID-19 pandemic, managing our working capital effectively.

We have experienced shipment delays from our suppliers; however, we have not encountered any major disruptions in our supply chain. We have been maintaining adequate safety stocks to support our growth and we currently have adequate inventory on hand to meet our current demands. Overall, we believe the supply chain disruptions due to the COVID-19 pandemic will not have a material impact to our business operations.

In response to the outbreak, we prioritized the health and safety of our employees by closing our offices or enhancing safety protocols in place to ensure the well-being of our employees. We have been able to successfully conduct business virtually.





Results of Operations


Our losses per basic and diluted share were $0.33 and $0.56 for the twelve-month periods ended December 31, 2020 and December 31, 2019, respectively.







(In thousands)                       Twelve months ending
                               Dec. 31, 2020       Dec. 31, 2019
Sales                         $        59,257     $        46,291
Cost of sales                          23,983              20,522
Gross profit                           35,274              25,769
Operating expenses
 -Sales and marketing                  20,948              18,216
-Research and development               3,732               4,420
-General and administrative            30,448              34,308
-Other                                      -                 125
Nonoperating
 -Interest expense, net                   (71 )              (847 )
Net loss                      $       (19,925 )   $       (32,147 )

The following table sets forth the computations of loss per share amounts applicable to common stockholders for the years ended December 31, 2020 and December 31, 2019.






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                                                                     Years Ended
(In thousands, except per share data)                            2020          2019

Net loss                                                       $ (19,925 )   $ (32,147 )

Basic and diluted loss per common share                        $   (0.33 )   $   (0.56 )

Basic and diluted weighted average common shares outstanding (1):

                                                              61,067        57,056

Potentially dilutive securities (2):
Stock options                                                     11,914        10,551


____________

(1) Includes approximately 0.2 million shares of restricted stock for each of the

years 2020 and 2019, which are participating securities that feature voting

and dividend rights.

(2) Excluded from the computation of loss per share as their impact is


    antidilutive.



Net Sales. Net sales consist of gross sales less discounts and returns.





                                                           Twelve months ending
                                                 December        December
(In thousands)                                   31, 2020        31, 2019         Change
Net sales:
Consumer Products                               $    47,090     $    36,075             31 %
Ingredients                                           9,198           6,196             48 %
Analytical reference standards and services           2,969           4,020            -26 %

Total net sales                                 $    59,257     $    46,291             28 %



Total net sales increased by 28% for the twelve-month period ended December 31, 2020, compared to the comparable period in 2019.





    ·   The Company's TRU NIAGEN® sales for consumer products segment continue to
        increase after the Company's strategic shift towards consumer products in
        2017.

    ·   The increase in sales for the ingredients segment is largely due to strong
        demand from our NIAGEN® ingredient customers, who resell NIAGEN® under
        their own brands.

    ·   The decrease in sales for the analytical reference standards and services
        is largely due to the spinoff of the regulatory consulting business unit
        in November 2019. The regulatory consulting business generated net sales
        of approximately $0.7 million in 2019. In addition, sales of analytical
        reference standards decreased largely due to the effects of COVID-19.





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Cost of Sales. Costs of sales include raw materials, labor, overhead, and
delivery costs.



                                                    Twelve months ending
(In thousands)                       December 31, 2020                 December 31, 2019
                                                    % of                              % of
                                  Amount          net sales         Amount          net sales
Cost of sales:
Consumer Products              $     17,541               37 %   $     14,550               40 %
Ingredients                           3,593               39 %          2,980               48 %
Analytical reference
standards and services                2,849               96 %          2,992               74 %

Total cost of sales            $     23,983               40 %   $     20,522               44 %



The cost of sales, as a percentage of net sales, decreased 4% for the twelve-month period ended December 31, 2020 compared to the comparable period in 2019.





    ·   The cost of sales, as a percentage of net sales, for the consumer products
        segment decreased 3% for the twelve-month period ended December 31, 2020
        compared to the comparable period in 2019. Product cost savings
        initiatives and overall scale on our supply chain drove the decrease in
        cost of sales.

    ·   The cost of sales, as a percentage of net sales, for the ingredients
        segment decreased 9% for the twelve-month period ended December 31, 2020
        compared to the comparable period in 2019. In 2020, we were able to lower
        our cost of NIAGEN® ingredient through supply chain cost savings
        initiatives, which resulted in a decrease in cost of sales. Also, a
        portion of this decrease was realized in the form of a rebate from a
        supplier for prior year efficiency initiatives, which was recorded in the
        second quarter of 2020. In addition, we had an inventory write off of
        approximately $0.2 million related to our decision to wind down sales for
        a certain ingredient in the first quarter of 2019.

    ·   The cost of sales, as a percentage of net sales for the analytical
        reference standards and services segment, increased 22% for the
        twelve-month period ended December 31, 2020 compared to the comparable
        period in 2019. The decrease in sales of analytical reference standards
        and services due to the spinoff of the regulatory consulting business in
        November 2019 and the effects of COVID-19 led to a lower labor and
        overhead utilization rate, which resulted in our cost of sales increasing
        as a percentage of net sales.





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Gross Profit. Gross profit is net sales less the cost of sales and is affected by a number of factors including product mix, competitive pricing and costs of products, labor, overhead, services and delivery.





                                                           Twelve months ending
                                                 December        December
(In thousands)                                   31, 2020        31, 2019         Change
Gross profit:
Consumer Products                               $    29,549     $    21,525             37 %
Ingredients                                           5,605           3,216             74 %
Analytical reference standards and services             120           1,028            -88 %

Total gross profit                              $    35,274     $    25,769             37 %




    ·   The consumer products segment posted gross profit of $29.5 million for the
        twelve-month period ending December 31, 2020, an increase of 37% compared
        to the comparable period in 2019. The increased gross profit was due to
        higher sales, product cost savings initiatives and scale on our supply
        chain operations.

    ·   The ingredients segment posted gross profit of $5.6 million for the
        twelve-month period ending December 31, 2020, an increase of 74% compared
        to the comparable period in 2019. The increased gross profit for the
        ingredients segment was largely due to higher sales to key customers,
        scale on our supply chain operations, a rebate related to savings from
        prior year efficiency initiatives, and the absence of $0.2 million
        inventory write-off related to our decision to wind down sales for a
        certain ingredient in the first quarter of 2019.

    ·   The decreased gross profit for the analytical reference standards and
        services segment was largely due to the decreased sales resulting from the
        spinoff of the regulatory consulting business and the effects of COVID-19.
        Fixed supply chain labor and overhead costs make up a substantial portion
        of the costs and these fixed labor and overhead costs did not decrease in
        proportion to sales, yielding lower profit margin.



Operating Expenses - Sales and Marketing. Sales and Marketing Expenses consist of salaries, advertising, public relations and marketing expenses.





                                                           Twelve months ending
                                                 December        December
(In thousands)                                   31, 2020        31, 2019         Change
Sales and marketing expenses:
Consumer Products                               $    20,323     $    17,343             17 %
Ingredients                                              41             245            -83 %
Analytical reference standards and services             584             628             -7 %

Total sales and marketing expenses              $    20,948     $    18,216             15 %




    ·   For the consumer products segment, the increase during the twelve-month
        period ended December 31, 2020 is largely due to increased staffing as
        well as direct marketing expenses associated with social media, public
        relations and other customer awareness and acquisition programs.

    ·   For the ingredients segment, selling and marketing expenses decreased by
        83% during the twelve-month period ended December 31, 2020 compared to
        comparable period in 2019. We reversed approximately $114,000 of certain
        accrued commission expense during the first quarter of 2020, as we were no
        longer obligated to pay the commission.

    ·   For the analytical reference standards and services segment, the selling
        and marketing expenses decreased by 7% during the twelve-month period
        ended December 31, 2020. The selling expense in 2020 were less due to
        decreased sales.





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Operating Expenses - Research and Development. Research and Development Expenses consist primarily of clinical trials, regulatory approvals, product development and process development expenses.





                                                           Twelve months ending
                                                 December        December
(In thousands)                                   31, 2020        31, 2019         Change
Research and development expenses:
Consumer Products                               $     3,245     $     3,699            -12 %
Ingredients                                             487             721            -32 %

Total research and development expenses         $     3,732     $     4,420            -16 %




    ·   We allocate the research and development expenses related to our NIAGEN®
        branded ingredient to the consumer products and ingredients segment, based
        on revenues recorded. Overall, we decreased our research and development
        efforts during the twelve-month period ended December 31, 2020 as we
        evaluate and realign the priorities of our ongoing research and
        development efforts of our flagship ingredient, NIAGEN® nicotinamide
        riboside.



Operating Expenses - General and Administrative. General and Administrative Expenses consist of general company administration, legal, royalties, IT, accounting and executive management expenses.





                                               Twelve months ending
(In thousands)                December 31, 2020       December 31, 2019       Change

General and administrative   $            30,448     $            34,308          -11 %



The following expenses contributed to the decrease in general and administrative expenses for the twelve-month period ended December 31, 2020, compared to the comparable period in 2019:





    ·   A decrease in legal expenses. Our legal expense decreased to approximately
        $8.6 million in the twelve-month period ended December 31, 2020 compared
        to approximately $11.3 million in the comparable period in 2019.

    ·   A decrease in bad debt expense. Our bad debt expense decreased to an
        insignificant amount in the twelve-month period ended December 31, 2020
        compared to approximately $2.2 million in 2019. This is due to recording a
        write off of $2.2 million related to the trade receivable from Elysium
        Health in 2019 by increasing the allowance from $0.5 million to the entire
        trade receivable balance of $2.7 million. We placed a reserve for the
        entire outstanding balance as it was no longer deemed collectible.



Nonoperating - Interest Expense, net. Interest expense, net consists of interest earned from bank deposit accounts less interest expenses from convertible notes, the line of credit arrangement and finance leases.





                                           Twelve months ending
(In thousands)           December 31, 2020         December 31, 2019       Change

Interest expense, net   $                71       $               847          -92 %




    ·   In the second and third quarter of 2019, we incurred debt issuance costs
        of approximately $0.8 million in connection with the issuance of
        convertible promissory notes in the aggregate principal amount of $10.0
        million to Winsave Resources Limited and Pioneer Step Holdings Limited.
        The issuance costs were recorded as a debt discount and have been
        amortized as interest expense using the effective interest method.





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Depreciation and Amortization. For the twelve-month period ended December 31, 2020, we recorded approximately $0.9 million in depreciation compared to approximately $0.8 million for the twelve-month period ended December 31, 2019. We depreciate our assets on a straight-line basis, based on the estimated useful lives of the respective assets. We amortize intangible assets using a straight-line method, generally over 10 years. For licensed patent rights, the useful lives are 10 years or the remaining term of the patents underlying licensing rights, whichever is shorter. The useful lives of subsequent milestone payments that are capitalized are the remaining useful life of the initial licensing payment that was capitalized. In the twelve-month period ended December 31, 2020, we recorded amortization on intangible assets of approximately $0.2 million compared to approximately $0.2 million for the twelve-month period ended December 31, 2019.

Income Taxes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2020 and December 31, 2019, the Company maintained a full valuation allowance against the entire deferred income tax balance which resulted in an effective tax rate of 0% for each of 2020 and 2019. As defined in ASC 740, Income Taxes, future realization of the tax benefit will depend on the existence of sufficient taxable income, including the expectation of continued future taxable income.

Net cash provided by (used in) operating activities. Net cash used in operating activities for the twelve-month period ended December 31, 2020 was approximately $10.6 million as compared to approximately $20.4 million for the twelve-month period ended December 31, 2019. Along with the net loss, an increase in trade receivables and payments on operating leases were the largest use of cash during the twelve-month period ended December 31, 2020. Net cash used in operating activities for the twelve-month period ended December 31, 2019 largely reflects an increase in inventories along with the net loss.

We expect our operating cash flows to fluctuate significantly in future periods as a result of fluctuations in our operating results, shipment timetables, accounts receivable collections, inventory management, and the timing of our payments, among other factors.

Net cash provided by (used in) investing activities. Net cash used in investing activities was approximately $0.2 million for the twelve-month period ended December 31, 2020, compared to approximately $0.2 million for the twelve-month period ended December 31, 2019. Net cash used in investing activities for the twelve-month period ended December 31, 2020, mainly consisted of purchases of leasehold improvements and equipment. Net cash used in investing activities for the twelve-month period ended December 31, 2019, mainly consisted of purchases of leasehold improvements and equipment, offset by proceeds from disposal of assets held at escrow.

Net cash provided by (used in) financing activities. Net cash provided by financing activities was approximately $8.7 million for the twelve-month period ended December 31, 2020, compared to approximately $16.9 million for the twelve-month period ended December 31, 2019. Net cash provided by financing activities for 2020 primarily consisted of proceeds from issuance of our common stock and exercise of stock options, offset by principal payments on finance leases. Net cash used in financing activities for 2019 mainly consisted of proceeds from issuances of our common stock, sale of convertible notes and exercise of stock options, offset by principal payments on finance leases.

Trade Receivables. As of December 31, 2020, we had approximately $2.7 million in trade receivables as compared to approximately $2.2 million as of December 31, 2019.






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Inventories. As of December 31, 2020, we had approximately $11.7 million in inventory, compared to approximately $11.5 million as of December 31, 2019. As of December 31, 2020, our inventory consisted of approximately $8.1 million of consumer products, approximately $3.1 million of bulk ingredients and approximately $0.5 million of reference standards. Consumer products inventory consists of TRU NIAGEN® branded finished bottles of dietary supplement products and related work-in-process inventory. Bulk ingredients are proprietary compounds sold to customers in larger quantities, typically in kilograms. These ingredients are used by our customers in the dietary supplement, food and beverage industries to manufacture their final products. Reference standards are small quantities of plant-based compounds typically used to research an array of potential attributes or for quality control purposes. The Company currently lists over 1,500 phytochemicals and 300 botanical reference materials in our catalog and holds a lot of these as inventory in small quantities, mostly in grams and milligrams.

The Company regularly reviews inventories on hand and reduces the carrying value for slow-moving and obsolete inventory, inventory not meeting quality standards and inventory subject to expiration. The reduction of the carrying value for slow-moving and obsolete inventory is based on current estimates of future product demand, market conditions and related management judgment. Any significant unanticipated changes in future product demand or market conditions that vary from current expectations could have an impact on the value of inventories.

We strive to optimize our supply chain as we constantly search for better and more reliable sources and suppliers. By doing so, we believe we can lower the costs of our inventory and yield higher gross profit. In addition, we are working with our suppliers and partners to develop more efficient manufacturing methods, in an effort to lower the costs of our inventory.

Accounts Payable. As of December 31, 2020, we had $9.4 million in accounts payable compared to approximately $9.6 million as of December 31, 2019.

Liquidity and Capital Resources

For the twelve-month period ended December 31, 2020, the Company incurred losses from operations of approximately $19.9 million. Net cash used in operating activities for the twelve-month period ended December 31, 2020 was approximately $10.6 million. The losses and the uses of cash are primarily due to expenses associated with the development and expansion of our operations, as well as legal expenses. These operations have been financed through capital contributions, primarily through the issuance of common stock in private placements.

Our Board of Directors periodically reviews our capital requirements in light of our proposed business plan. Our future capital requirements will remain dependent upon a variety of factors, including cash flow from operations, the ability to increase sales, increasing our gross profits from current levels, reducing sales and administrative expenses as a percentage of net sales, continued development of customer relationships, and our ability to market our new products successfully. However, based on our results from operations, we may determine that we need additional financing to implement our business plan. Additional financing may come from public and private equity or debt offerings, borrowings under lines of credit or other sources. These additional funds may not be available on favorable terms, or at all. There can be no assurance we will be successful in raising these additional funds. Without adequate financing we may have to further delay or terminate product or service expansion plans. Any inability to raise additional financing would have a material adverse effect on us.

As of December 31, 2020, the cash and cash equivalents totaled approximately $16.7 million. Subsequent to the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company sold and issued an aggregate of $25.0 million of the Company's common stock. The Company anticipates that its current cash, cash equivalents and cash to be generated from operations, the $25.0 million received from the financing described above and available line of credit up to $7.0 million from Western Alliance Bank will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of this report. The Company may, however, seek additional capital within the next twelve months, both to meet its projected operating plans within the next twelve months and/or to fund its longer term strategic objectives. In June 2020, we filed a $125.0 million registration statement on Form S-3 with the Commission, utilizing a "shelf" registration process. Under this shelf registration process, we may sell securities from time to time, including up to $50.0 million pursuant to the ATM Facility. As of December 31, 2020, we have not sold any securities pursuant to the ATM Facility.






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Dividend Policy



We have not declared or paid any cash dividends on our common stock. We presently intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

Off-Balance Sheet Arrangements

During the fiscal years ended December 31, 2020 and December 31, 2019, we had no material off-balance sheet arrangements.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and other commitments as of December 31, 2020:





                                          Payments due by period
(In thousands)          Total         2021       2022      2023      2024      2025

Operating leases       $  1,836     $    655     $ 299     $ 308     $ 310     $ 263
Finance leases               53           32        21         -         -         -
Purchase obligations     17,251       17,251         -         -         -         -
Total                  $ 19,140     $ 17,938     $ 320     $ 308     $ 310     $ 263

Operating leases. We lease our offices and research facilities in California and Colorado under operating lease agreements that expire in October 2021 and October 2025, respectively. We make monthly payments on these leases.

Finance leases. We lease equipment under finance lease obligations with a term of typically two to four years. We make monthly installment payments for these leases.

Purchase obligations. We enter into purchase obligations with various vendors for goods and services that we need for our operations. The purchase obligations for goods and services include inventory, advertising, research and development, and laboratory supplies.





Critical Accounting Policies



The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate these estimates, including those related to the valuation of share-based payments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 3 of the Financial Statements, set forth in Item 8 of this Form 10-K.

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