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 |
|
| 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 |
|
| 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 |
|
1
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 |
|
|
|
|
|
| ||
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 | ) |
2
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 |
|
| — |
|
|
| 8,000 |
|
Payments of offering costs relating to December 2020 Offering |
|
| — |
|
|
| (652 | ) |
Proceeds from issuance of common stock and warrants from |
|
| 25,147 |
|
|
| — |
|
Payments of offering costs relating to January 2021 PIPE |
|
| (1,912 | ) |
|
| — |
|
Proceeds from borrowings |
|
| — |
|
|
| 3,108 |
|
Payments of transaction costs relating to extinguishment of warrant liability |
|
| — |
|
|
| (863 | ) |
3
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 |
|
| — |
|
|
| 287 |
|
Common stock warrants issued to placement agent and included in offering costs related to |
|
| — |
|
|
| 215 |
|
Common stock warrants issued to placement agent and included in offering costs related to |
|
| — |
|
|
| 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 |
|
| 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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