Overview:

We are a world leader in the production of high value natural products derived from microalgae. Incorporated in 1983, we are guided by the principle of providing beneficial, quality microalgal products for health and human nutrition in a sustainable, reliable and environmentally sensitive operation. We are Good Manufacturing Practices ("GMP") certified by the Merieux NutriSciences, reinforcing our commitment to quality in our products, quality in our relationships (with our customers, suppliers, employees and the communities we live in), and quality of the environment in which we work. Our products include:





  ? BioAstin® Hawaiian Astaxanthin® - a powerful dietary antioxidant shown to
    support and maintain the body's natural inflammatory response, to enhance
    skin, and to support eye, joint and immune health. It has expanding
    applications as a human dietary supplement and dietary ingredient; and




  ? Hawaiian Spirulina Pacifica® - a nutrient-rich dietary supplement used for
    extra energy, a strengthened immune system, cardiovascular benefits and as a
    source of antioxidant carotenoids



Microalgae are a diverse group of microscopic plants that have a wide range of physiological and biochemical characteristics and contain, among other things, high levels of natural protein, amino acids, vitamins, pigments and enzymes. Microalgae have the following properties that make commercial production attractive: (1) microalgae grow much faster than land grown plants, often up to 100 times faster; (2) microalgae have uniform cell structures with no bark, stems, branches or leaves, permitting easier extraction of products and higher utilization of the microalgae cells; and (3) the cellular uniformity of microalgae makes it practical to control the growing environment in order to optimize a particular cell characteristic. Efficient and effective cultivation of microalgae requires consistent light, warm temperatures, low rainfall and proper chemical balance in a very nutrient-rich environment, free of environmental contaminants and unwanted organisms. This is a challenge that has motivated us to design, develop and implement proprietary production and harvesting technologies, systems and processes in order to commercially produce human dietary supplement products derived from microalgae.

Our production of these products at the 96-acre facility on the Kona Coast of the island of Hawaii provides several benefits. We selected the Keahole Point location in order to take advantage of relatively consistent warm temperatures, sunshine and low levels of rainfall needed for optimal cultivation of microalgae. This location also offers us access to cold deep ocean water, drawn from an offshore depth of 2,000 feet, which we use in our Ocean-Chill Drying system to eliminate the oxidative damage caused by standard drying techniques and as a source of trace nutrients for microalgal cultures. The area is also designated a Biosecure Zone, with tight control of organisms allowed into the area and free of genetically modified organisms ("GMO"). We believe that our technology, systems, processes and favorable growing location generally permit year-round harvest of our microalgal products in a cost-effective manner.





Results of Operations


The following tables present selected consolidated financial data for each of the periods indicated ($ in thousands):





                                         Three Months Ended          Six Months Ended
                                            September 30,              September 30,
                                          2021          2020         2021         2020
Net sales                              $    9,419      $ 8,571     $ 18,383     $ 15,923
Net sales increase                            9.9 %                    15.4 %
Gross profit                           $    3,762      $ 3,301     $  7,434     $  6,276
Gross profit as % of net sales               39.9 %       38.5 %       40.4 %       39.4 %
Operating expenses                     $    2,680      $ 3,019     $  5,733     $  5,726

Operating expenses as % of net sales 28.5 % 35.2 % 31.2 % 36.0 % Operating income

$    1,082      $   282     $  1,701     $    550
Operating income as % of net sales           11.5 %        3.3 %        9.3 %        3.5 %
Income tax expense (benefit)           $       11      $     6     $     14     $      6
Net income                             $      970      $   155     $  1,491     $    293




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Comparison of the Three Months Ended September 30, 2021 and 2020

Net Sales (in thousands)
                                Three Months Ended
                                   September 30,             $           %
                                 2021          2020       Change      Change
Packaged sales
Astaxanthin                   $    4,015      $ 4,138     $  (123 )      (3.0 )%
Spirulina                          1,796        2,126        (330 )     (15.5 )%
Total Packaged sales          $    5,811      $ 6,264     $  (453 )      (7.2 )%

Bulk sales
Astaxanthin                   $      509      $   463     $    46         9.9 %
Spirulina                          2,985        1,684       1,301        77.3 %
Total Bulk sales              $    3,494      $ 2,147     $ 1,347        62.7 %

Contract extraction revenue   $      114      $   160     $   (46 )     (28.8 )%

Total sales
Astaxanthin                   $    4,524      $ 4,601     $   (77 )      (1.7 )%
Spirulina                          4,781        3,810         971        25.5 %
Contract extraction revenue          114          160         (46 )     (28.8 )%
Total sales                   $    9,419      $ 8,571     $   848         9.9 %



Net Sales The net sales increase of 9.9% for the current quarter compared to the same period last year was primarily driven by an increase in spirulina bulk sales, offset by a decrease in astaxanthin and spirulina packaged sales and contract extraction sales. The increase in spirulina bulk sales in the current quarter was primarily due to increased sales to one of our major customers due to their high demand. The decrease in sales for astaxanthin and spirulina packaged was primarily due to the timing of shipments related to the Company's transition from selling direct to a large customer to utilizing an integrated third-party logistics and marketing provider with a data science driven platform, offset by increased sales to one of our major customers driven by demand and timing of shipments.

Gross Profit Gross profit as a percent of net sales increased by 1.4 percentage points compared to the same period last year, which was the result of lower costs of both spirulina and astaxanthin.

Operating Expenses Operating expenses decreased by $0.3 million, or 11.2%, for the current quarter compared to the prior year same quarter, primarily due to lower advertising fees.

Income Taxes We recorded a state income tax expense of $11,000 for the second quarter of this fiscal year compared to an income tax expense of $6,000 for the same period last year. We continue to carry a full valuation allowance on our net deferred tax assets.





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Comparison of the Six Months Ended September 30, 2021 and 2020

Net Sales (in thousands)
                                Six Months Ended
                                  September 30,            $           %
                                2021         2020       Change      Change
Packaged sales
Astaxanthin                   $  8,054     $  7,354     $   700         9.5 %
Spirulina                        4,538        3,968         570        14.4 %
Total Packaged sales          $ 12,592     $ 11,322     $ 1,270        11.2 %

Bulk sales
Astaxanthin                   $    914     $    908     $     6         0.7 %
Spirulina                        4,569        3,214       1,355        42.2 %
Total Bulk sales              $  5,483     $  4,122     $ 1,361        33.0 %

Contract extraction revenue $ 308 $ 479 $ (171 ) (35.7 )%



Total sales
Astaxanthin                   $  8,968     $  8,262     $   706         8.5 %
Spirulina                        9,107        7,182       1,925        26.8 %

Contract extraction revenue 308 479 (171 ) (35.7 )% Total sales

$ 18,383     $ 15,923     $ 2,460        15.4 %




Net Sales The net sales increase of 15.4% for the first six months of fiscal 2022 compared to the same period last year was primarily driven by an increase in astaxanthin and spirulina packaged sales and spirulina bulk sales, offset by a decrease in contract extraction sales. The increase in astaxanthin and spirulina packaged sales in the period was primarily due to the Company's transition from selling direct to a large customer to utilizing an integrated third-party logistics and marketing provider with a data science driven platform and an increase in sales to one of our major customers driven by consumer demand as COVID-19 restrictions have been relaxed.

Gross Profit Gross profit as a percent of net sales increased by 1.0 percentage points compared to the same period last year, which was the result of lower costs of both spirulina and astaxanthin.

Operating Expenses Operating expenses increased by $7,000 for the first six months of fiscal 2022 compared to the prior year same quarter.

Income Taxes We recorded a state income tax expense of $14,000 for the second quarter of this fiscal year compared to an income tax expense of $6,000 for the same period last year. We continue to carry a full valuation allowance on our net deferred tax assets.

Liquidity and Capital Resources

As of September 30, 2021, we had cash of $2.1 million and working capital of $10.7 million compared to $3.8 million and $9.3 million, respectively, at March 31, 2021. We have a Credit Agreement with the Bank that allows us to borrow up to $2.0 million on a revolving basis. At September 30, 2021 and March 31, 2021, we had outstanding borrowings of $0.4 million and $1.0 million, respectively, on the line of credit. The line of credit is subject to renewal on August 30, 2022 and we intend to renew or replace it with another line of credit on or before the expiration date.

As of September 30, 2021, we had $4.3 million in Term Loans payable to the Bank that require the payment of principal and interest monthly through August 2032. Pursuant to the Term Loans and the Credit Agreement, we are subject to annual financial covenants, customary affirmative and negative covenants and certain subjective acceleration clauses. As of March 31, 2021, we were in compliance with all required annual financial covenants under the Term Loans and the Credit Agreement.

In response to the COVID-19 pandemic and the uncertainty surrounding the pandemic, in May 2020, we obtained a PPP loan in the amount of $1.4 million under the CARES Act. The proceeds were used for certain payroll costs in accordance with the PPP and the PPP Flexibility Act. In December 2020, we received notice of forgiveness of the PPP loan in whole, including all accrued interest to date (see Note 6 in the notes to condensed consolidated financial statements). In April 2019, we obtained a loan in the amount of $1.5 million from a related party. The proceeds were used to pay down accounts payable and for general operating capital purposes. On April 12, 2021, we amended this loan (see Notes 6 and 13 in the notes to condensed consolidated financial statements).





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Funds generated by operating activities and available cash are expected to continue to be our most significant sources of liquidity for working capital requirements, debt service and funding of maintenance levels of capital expenditures.

Based upon our operating plan and related cash flow and financial projections, cash flows expected to be generated by operating activities and available financing are expected to be sufficient to fund our operations through at least September 30, 2022, and our debt service coverage ratio and current ratio covenants are expected to be in compliance with the annual Term Loans and Credit Agreement covenant requirements as of March 31, 2022, the next measurement date. However, no assurances can be provided that we will achieve our operating plan and cash flow projections for the next fiscal years or our projected consolidated financial position as of March 31, 2022. Such estimates are subject to change based on future results and such change could cause future results to vary significantly from expected results.

Cash Flows The following table summarizes our cash flows for the periods indicated ($ in thousands):





                                      Six Months Ended
                                        September 30,
                                      2021         2020
Total cash provided by (used in):
Operating activities                $     426     $ 1,141
Investing activities                     (521 )      (295 )
Financing activities                   (1,538 )       990

(Decrease) increase in cash         $  (1,633 )   $ 1,836

Cash used in operating activities for the six months ended September 30, 2021 was the result of an increase of $0.7 million in accounts receivable balances and $0.9 million increase in inventories, offset by $1.5 million net income and non-cash charges of $1.2 million.

Cash used in investing activities for the six months ended September 30, 2021 primarily includes costs for acquiring equipment and leasehold improvements at our Kona facility.

Cash used in financing activities for the six months ended September 30, 2021 consists primarily of principal payments of our related party loan of $0.5 million, payments on the line of credit of $0.7 million and debt service payments of $0.3 million.





Sources and Uses of Capital



As of September 30, 2021, our working capital was $10.7 million, an increase of $1.4 million compared to March 31, 2021. There was an increase in accounts receivable balances primarily due to timing of shipments and an increase in inventories in the first half of fiscal 2022, as we continued cultivation of astaxanthin and higher inventories at our third-party processors. Cultivation improvements that we have made, allow us to produce all of the required demand for astaxanthin during the most favorable growing season. These increases were offset by the $0.5 million payment of the related party loan and payments on the line of credit of $0.7 million.

Our results of operations and financial condition can be affected by numerous factors, many of which are beyond our control and could cause future results of operations to fluctuate materially as it has in the past. Future operating results may fluctuate as a result of changes in sales volumes to our largest customers, weather patterns, increased competition, increased materials, nutrient and energy costs, government regulations and other factors beyond our control.

A significant portion of our expense levels are relatively fixed, so the timing of increases in expenses is based in large part on forecasts of future sales. If net sales are below expectations in any given period, the adverse impact on results of operations may be magnified by our inability to adjust spending quickly enough to compensate for the sales shortfall. We may also choose to reduce prices or increase spending in response to market conditions, which may have a material adverse effect on financial condition and results of operations.

Based upon our current operating plan, analysis of our consolidated financial position and projected future results of operations, we believe that our operating cash flows, cash balances and working capital will be sufficient to finance current operating requirements, debt service requirements, and routine planned capital expenditures, for the next twelve (12) months.





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Outlook


This outlook section contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially.

Our strategic direction has been to position as a world leader in the production and marketing of high-value natural products from microalgae. We are vertically aligned, producing raw materials in the form of microalgae processed at our 96-acre facility in Hawaii, and integrating those raw materials into finished products. In fiscal 2021, our primary focus is stabilizing our production volume, rationalizing market channel participation, executing on our strategic cost cutting programs, and leveraging our centers of core competence. We will continue to place emphasis on our Nutrex Hawaiian consumer products while exploring further opportunities for bulk sales orders for Spirulina and Astaxanthin, both domestically and internationally. Extraction services to third party customers utilizing our 1,000 bar super critical CO2 extractor process are expected to generate additional income throughout the year. We will leverage our experience and reputation for quality, nutritional products which promote health and well-being. The foundation of our nutritional products is naturally cultivated Hawaiian Spirulina Pacifica® in powder and tablet form; and BioAstin® Hawaiian Astaxanthin® antioxidant in extract and softgel form. Information about our Company and our products can be viewed at www.cyanotech.com and www.nutrex-hawaii.com. Consumer products can also be purchased online at www.nutrex-hawaii.com.

Gross profit margin percentages going forward can be impacted by lower production volumes along with pressure on input costs as well as greater competition in the market place. This could cause margins to decline in future periods. We will continue to focus on higher margin consumer products that promote health and well-being and strive for continuous improvements in processes and production methods to stabilize costs and production levels for the future. However, significant sales variability between periods may occur based on historical results.

Producing the highest quality microalgae is a complex biological process which requires balancing numerous factors including microalgal strain variation, temperature, acidity, nutrient and other environmental considerations, some of which are not within our control. An imbalance or unexpected event can occur resulting in production levels below normal capacity. The allocation of fixed production overheads (such as depreciation, rent and general insurance) to inventories is determined based on normal production capacity. When our production volumes are below normal capacity limits, certain fixed production overhead costs cannot be inventoried and are recorded immediately in cost of sales. In addition, when production costs exceed historical averages, we evaluate whether such costs are one-time-period charges or an ongoing component of inventory cost.

To manage our cash resources effectively, we will balance production with sales demand, minimizing the cost associated with inventory levels when appropriate and manage our expenses judiciously. We could experience unplanned cash outflows and may need to utilize other cash resources to meet working capital needs. A prolonged downturn in sales could impair our ability to generate sufficient cash for operations and hamper our ability to attract additional capital investment which could become necessary to maintain optimal production levels and efficiencies.

Our future results of operations and the other forward-looking statements contained in this Outlook, in particular the statements regarding revenues, gross margin and capital spending, involve a number of risks and uncertainties. In addition to the factors discussed above, any of the following could cause actual results to differ materially: business conditions and growth in the natural products industry and in the general economy; changes in customer order patterns; changes in demand for natural products in general; changes in weather conditions; changes in health and growing conditions of our astaxanthin and spirulina products; competitive factors, such as increased production capacity from competing spirulina and astaxanthin producers and the resulting impact, if any, on world market prices for these products; government actions and increased regulations both domestic and foreign; shortage of manufacturing capacity; and other factors beyond our control. Risk factors are discussed in detail in Part II, Item 1A of this quarterly report and in Part I, Item 1A of our Form 10-K report for the year ended March 31, 2021.

We believe that our technology, systems, processes and favorable growing location generally permit year-round harvest of our microalgal products in a cost-effective manner. However, previously experienced imbalances in the highly complex biological production systems, together with volatile energy costs and rapidly changing world markets, suggest a need for continuing caution with respect to variables beyond our reasonable control. Therefore, we cannot, and do not attempt to, provide any definitive assurance with regard to our technology, systems, processes, location, or cost-effectiveness.

Off-Balance Sheet Arrangements

As of September 30, 2021, we had no off-balance sheet arrangements or obligations.





Impact of Inflation



Inflationary factors such as increases in the costs of materials and labor directly affect our operations. Most of our leases provide for cost-of-living adjustments and require us to pay for insurance and maintenance expenses, all of which are subject to inflation. Additionally, our future lease cost for new facilities may include potentially escalating costs of real estate and construction. There is no assurance that we will be able to pass on increased costs to our customers.





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Depreciation expense is based on the historical cost of fixed assets and is therefore potentially less than it would be if it were based on current replacement cost. While property and equipment acquired in prior years will ultimately have to be replaced at higher prices, it is expected that replacement will be a gradual process over many years.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are disclosed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 22, 2021. In the six months ended September 30, 2021, there were no changes to the application of critical accounting policies previously disclosed in our most recent Annual Report on Form 10-K.

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