Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
| | | | | | | | |
| | As of December 31, | |
| | 2021 | | | 2020 | |
Assets | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 28,685 | | | $ | 14,042 | |
Short-term investments | | | — | | | | 11,625 | |
Accounts receivable, net of allowance for doubtful accounts of $76 and $0 as of December 31, 2021 and 2020, respectively | | | 1,370 | | | | 1,406 | |
Inventories, net — current | | | 4,433 | | | | 3,812 | |
Prepaid expenses and other current assets | | | 900 | | | | 811 | |
Total current assets | | | 35,388 | | | | 31,696 | |
Restricted cash | | | — | | | | 2,001 | |
Property and equipment, net | | | 2,291 | | | | 3,539 | |
Right of use assets | | | 3,081 | | | | 5,826 | |
Inventories, net — noncurrent | | | 2,494 | | | | 3,485 | |
Goodwill | | | — | | | | 408 | |
Intangible assets, net | | | 484 | | | | 370 | |
Other noncurrent assets | | | 180 | | | | 23 | |
Total assets | | $ | 43,918 | | | $ | 47,348 | |
Liabilities and stockholders’ equity | | | | | | |
Current liabilities: | | | | | | |
Accounts payable and accrued expenses | | $ | 3,638 | | | $ | 4,105 | |
Amounts due to related parties | | | 64 | | | | 80 | |
Debt — current | | | — | | | | 1,141 | |
Unearned revenue — current | | | — | | | | 8 | |
Operating lease liability — current | | | 1,074 | | | | 717 | |
Other current liabilities | | | 264 | | | | 263 | |
Total current liabilities | | | 5,040 | | | | 6,314 | |
Debt — noncurrent | | | — | | | | 2,105 | |
Operating lease liability — noncurrent | | | 2,220 | | | | 5,389 | |
Common stock warrant liabilities | | | 3,392 | | | | 2,708 | |
Other noncurrent liabilities | | | 2,070 | | | | 2,280 | |
Total liabilities | | | 12,722 | | | | 18,796 | |
Stockholders’ equity: | | | | | | |
Common stock, $0.001 par value—150,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 22,184,235 and 13,450,861 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | | | 63 | | | | 54 | |
Additional paid-in capital | | | 257,515 | | | | 239,496 | |
Accumulated deficit | | | (226,485 | ) | | | (211,825 | ) |
Total Arcadia Biosciences stockholders’ equity | | | 31,093 | | | | 27,725 | |
Non-controlling interest | | | 103 | | | | 827 | |
Total stockholders' equity | | | 31,196 | | | | 28,552 | |
Total liabilities and stockholders’ equity | | $ | 43,918 | | | $ | 47,348 | |
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Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
| | | | | | | | |
| | Year Ended December 31, | |
| | 2021 | | | 2020 | |
Revenues: | | | | | | |
Product | | $ | 6,587 | | | $ | 1,044 | |
License | | | 17 | | | | 6,801 | |
Royalty | | | 176 | | | | — | |
Contract research and government grants | | | — | | | | 106 | |
Total revenues | | | 6,780 | | | | 7,951 | |
Operating expenses (income): | | | | | | |
Cost of product revenues | | | 8,708 | | | | 5,199 | |
Research and development | | | 3,889 | | | | 7,960 | |
Gain on sale of Verdeca | | | — | | | | (8,814 | ) |
Loss on sale of Arcadia Spain | | | 497 | | | | — | |
Impairment of intangible assets | | | 3,302 | | | | — | |
Impairment of goodwill | | | 1,648 | | | | — | |
Change in fair value of contingent consideration | | | (210 | ) | | | — | |
Impairment of property and equipment, net | | | 1,534 | | | | — | |
Selling, general and administrative | | | 22,938 | | | | 16,467 | |
Total operating expenses | | | 42,306 | | | | 20,812 | |
Loss from operations | | | (35,526 | ) | | | (12,778 | ) |
Interest expense | | | (20 | ) | | | (47 | ) |
Other income, net | | | 10,114 | | | | 740 | |
Change in fair value of common stock warrant liabilities | | | 8,946 | | | | 6,570 | |
Loss on extinguishment of warrant liability | | | — | | | | (635 | ) |
Gain on extinguishment of PPP loan | | | 1,123 | | | | — | |
Offering costs | | | (769 | ) | | | — | |
Net loss before income taxes | | | (16,132 | ) | | | (6,150 | ) |
Income tax (provision) benefit | | | (2 | ) | | | 124 | |
Net loss | | | (16,134 | ) | | | (6,026 | ) |
Net loss attributable to non-controlling interest | | | (1,474 | ) | | | (1,371 | ) |
Net loss attributable to common stockholders | | $ | (14,660 | ) | | $ | (4,655 | ) |
Net loss per share attributable to common stockholders: | | | | | | |
Basic and diluted | | $ | (0.69 | ) | | $ | (0.47 | ) |
Weighted-average number of shares used in per share calculations: | | | | | | |
Basic and diluted | | | 21,280,620 | | | | 9,959,018 | |
Other comprehensive loss, net of tax | | | | | | |
Unrealized losses on investment securities | | | — | | | | (1 | ) |
Other comprehensive loss | | | — | | | | (1 | ) |
Comprehensive loss attributable to common stockholders | | $ | (14,660 | ) | | $ | (4,656 | ) |
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Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| | | | | | | | |
| | Year Ended December 31, | |
| | 2021 | | | 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net loss | | $ | (16,134 | ) | | $ | (6,026 | ) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | |
Change in fair value of common stock warrant liabilities | | | (8,946 | ) | | | (6,570 | ) |
Change in fair value of contingent consideration | | | (210 | ) | | | — | |
Offering costs | | | 769 | | | | — | |
Depreciation | | | 929 | | | | 632 | |
Amortization of intangible assets | | | 116 | | | | 30 | |
Lease amortization | | | 1,276 | | | | 1,048 | |
Impairment of intangible assets | | | 3,302 | | | | — | |
Impairment of goodwill | | | 1,648 | | | | — | |
Loss (Gain) on disposal of equipment | | | 23 | | | | (8 | ) |
Loss on disposal of intangible assets | | | 222 | | | | — | |
Net amortization of investment premium | | | — | | | | (44 | ) |
Stock-based compensation | | | 1,541 | | | | 2,042 | |
Bad debt expense | | | 76 | | | | — | |
Gain on sale of Verdeca | | | — | | | | (8,814 | ) |
Realized gain on corporate securities | | | (10,221 | ) | | | — | |
Corporate securities received in exchange for license agreement | | | — | | | | (4,318 | ) |
Unrealized gain on corporate securities | | | — | | | | (656 | ) |
Write-down of inventory and prepaid production costs | | | 3,593 | | | | 4,311 | |
Loss on extinguishment of warrant liability | | | — | | | | 635 | |
Gain on extinguishment of PPP loan | | | (1,123 | ) | | | — | |
Impairment of property and equipment | | | 1,534 | | | | — | |
Deferred income taxes | | | — | | | | (107 | ) |
Changes in operating assets and liabilities: | | | | | | |
Accounts receivable | | | (40 | ) | | | (1,119 | ) |
Inventories | | | (2,383 | ) | | | (9,751 | ) |
Prepaid expenses and other current assets | | | 56 | | | | 39 | |
Other noncurrent assets | | | (158 | ) | | | (15 | ) |
Accounts payable and accrued expenses | | | (372 | ) | | | (580 | ) |
Amounts due to related parties | | | (16 | ) | | | 40 | |
Unearned revenue | | | (8 | ) | | | (34 | ) |
Other current liabilities | | | 1 | | | | (43 | ) |
Operating lease payments | | | (1,343 | ) | | | (910 | ) |
Net cash used in operating activities | | | (25,868 | ) | | | (30,218 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | |
Proceeds from sale of property and equipment | | | 19 | | | | 8 | |
Purchases of property and equipment | | | (1,007 | ) | | | (2,335 | ) |
Proceeds from sale of Verdeca | | | — | | | | 3,153 | |
Acquisitions, net of cash acquired | | | (4,250 | ) | | | (500 | ) |
Purchases of investments | | | — | | | | (1,292 | ) |
Proceeds from sales and maturities of investments | | | 21,846 | | | | 18,250 | |
Net cash provided by (used in) investing activities | | | 16,608 | | | | 17,284 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
Proceeds from issuance of common stock and warrants from December 2020 Offering | | | — | | | | 8,000 | |
Payments of offering costs relating to December 2020 Offering | | | — | | | | (652 | ) |
Proceeds from issuance of common stock and warrants from January 2021 PIPE securities purchase agreement | | | 25,147 | | | | — | |
Payments of offering costs relating to January 2021 PIPE securities purchase agreement | | | (1,912 | ) | | | — | |
Proceeds from borrowings | | | — | | | | 3,108 | |
Payments of transaction costs relating to extinguishment of warrant liability | | | — | | | | (863 | ) |
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| | | | | | | | |
Principal payments on notes payable | | | (2,146 | ) | | | (34 | ) |
Proceeds from exercise of warrants | | | 22 | | | | 9,372 | |
Proceeds from exercise of stock options and purchases through ESPP | | | 39 | | | | 51 | |
Capital contributions received from non-controlling interest | | | 750 | | | | 1,578 | |
Net cash provided by financing activities | | | 21,900 | | | | 20,560 | |
Effects of foreign currency translation on cash and cash equivalents | | | 2 | | | | — | |
Net increase (decrease) in cash, cash equivalents and restricted cash | | | 12,642 | | | | 7,626 | |
Cash, cash equivalents and restricted cash — beginning of period | | | 16,043 | | | | 8,417 | |
Cash, cash equivalents and restricted cash — end of period | | $ | 28,685 | | | $ | 16,043 | |
| | $ | — | | | $ | — | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | | | | | | |
Cash paid for interest | | $ | 25 | | | $ | 10 | |
Cash paid for taxes | | $ | 1 | | | $ | 1 | |
NONCASH TRANSACTIONS: | | | | | | |
Shares of common stock issued at closing of ISI transaction | | $ | — | | | $ | 432 | |
Common stock warrants issued to placement agent and included in offering costs related to December 2020 Purchase Agreement | | | — | | | | 287 | |
Common stock warrants issued to placement agent and included in offering costs related to May 2020 Warrant Transaction | | | — | | | | 215 | |
Common stock warrants issued to placement agent and included in offering costs related to July 2020 Warrant Transaction | | | — | | | | 101 | |
Fair value of shares of common stock issued at closing of Arcadia Wellness transaction | | | 2,053 | | | | — | |
Common stock warrants issued to placement agent and included in offering costs related to January 2021 PIPE securities purchase agreement | | | 942 | | | | — | |
Right of use assets obtained in exchange for new operating lease liabilities | | | 1,664 | | | | 331 | |
Right of use assets obtained through modification of existing lease agreement | | | — | | | | 4,207 | |
Fixed assets acquired with notes payable | | | — | | | | 37 | |
Purchases of fixed assets included in accounts payable and accrued expenses | | | — | | | | 71 | |
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