Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
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| June 30, 2022 |
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| December 31, 2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
| $ | 21,234 |
|
| $ | 28,685 |
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Accounts receivable, net of allowance for doubtful accounts of $89 and $76 |
|
| 3,854 |
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|
| 1,370 |
|
Inventories, net — current |
|
| 3,275 |
|
|
| 4,433 |
|
Assets held for sale |
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| 254 |
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|
| — |
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Prepaid expenses and other current assets |
|
| 1,441 |
|
|
| 900 |
|
Total current assets |
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| 30,058 |
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|
| 35,388 |
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Property and equipment, net |
|
| 954 |
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|
| 2,291 |
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Right of use asset |
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| 2,308 |
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|
| 3,081 |
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Inventories, net — noncurrent |
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| 1,136 |
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|
| 2,494 |
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Intangible assets, net |
|
| 386 |
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|
| 484 |
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Other noncurrent assets |
|
| 166 |
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|
| 180 |
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Total assets |
| $ | 35,008 |
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| $ | 43,918 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
| $ | 3,391 |
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| $ | 3,638 |
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Amounts due to related parties |
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| 83 |
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|
| 64 |
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Operating lease liability — current |
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| 994 |
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|
| 1,074 |
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Other current liabilities |
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| 272 |
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|
| 264 |
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Total current liabilities |
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| 4,740 |
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| 5,040 |
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Operating lease liability — noncurrent |
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| 1,500 |
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|
| 2,220 |
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Common stock warrant liabilities |
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| — |
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| 3,392 |
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Other noncurrent liabilities |
|
| 2,000 |
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|
| 2,070 |
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Total liabilities |
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| 8,240 |
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| 12,722 |
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Commitments and contingencies (Note 15) |
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Stockholders’ equity: |
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Common stock, $0.001 par value—150,000,000 shares authorized as |
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| 63 |
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| 63 |
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Additional paid-in capital |
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| 277,492 |
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| 257,515 |
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Accumulated deficit |
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| (250,748 | ) |
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| (226,485 | ) |
Total stockholders’ equity |
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| 26,807 |
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|
| 31,093 |
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Non-controlling interest |
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| (39 | ) |
|
| 103 |
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Total stockholders' equity |
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| 26,768 |
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|
| 31,196 |
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Total liabilities and stockholders’ equity |
| $ | 35,008 |
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| $ | 43,918 |
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1
2
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
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| Three Months Ended June 30, |
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| Six Months Ended June 30, |
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| 2022 |
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| 2021 |
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| 2022 |
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| 2021 |
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Revenues: |
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Product |
| $ | 2,946 |
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| $ | 1,379 |
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| $ | 6,116 |
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| $ | 2,183 |
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Royalty |
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| 50 |
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|
| 26 |
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|
| 100 |
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|
| 51 |
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License |
|
| 862 |
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|
| — |
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|
| 862 |
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|
| — |
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Total revenues |
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| 3,858 |
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|
| 1,405 |
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|
| 7,078 |
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|
| 2,234 |
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Operating expenses (income): |
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Cost of revenues |
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| 3,447 |
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|
| 1,587 |
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|
| 6,906 |
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|
| 2,443 |
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Research and development |
|
| 359 |
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|
| 1,131 |
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|
| 754 |
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|
| 2,290 |
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Gain on sale of Verdeca |
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| (1,138 | ) |
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| — |
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|
| (1,138 | ) |
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| — |
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Impairment of intangible assets |
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| 72 |
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|
| — |
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| 72 |
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|
| — |
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Change in fair value of contingent consideration |
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| (39 | ) |
|
| — |
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|
| (70 | ) |
|
| (140 | ) |
Impairment of property and equipment |
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| 346 |
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|
| — |
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|
| 346 |
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|
| 210 |
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Gain on sale of property and equipment |
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| (58 | ) |
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| — |
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| (386 | ) |
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| — |
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Selling, general and administrative |
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| 4,652 |
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| 6,370 |
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| 9,000 |
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| 10,439 |
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Total operating expenses |
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| 7,641 |
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| 9,088 |
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| 15,484 |
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| 15,243 |
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Loss from operations |
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| (3,783 | ) |
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| (7,682 | ) |
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| (8,406 | ) |
|
| (13,009 | ) |
Interest income (expense) |
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| 30 |
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| (1 | ) |
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| 29 |
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|
| (8 | ) |
Other (expense) income, net |
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| (44 | ) |
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| 2,759 |
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|
| (3 | ) |
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| 10,222 |
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Change in fair value of common stock warrant liabilities |
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| — |
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| (498 | ) |
|
| — |
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| (176 | ) |
Issuance and offering costs |
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| — |
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|
| — |
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|
| (27 | ) |
|
| (769 | ) |
Net loss before income taxes |
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| (3,797 | ) |
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| (5,422 | ) |
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| (8,407 | ) |
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| (3,740 | ) |
Income tax provision |
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| — |
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|
| — |
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|
| — |
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| — |
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Net loss |
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| (3,797 | ) |
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| (5,422 | ) |
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| (8,407 | ) |
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| (3,740 | ) |
Net loss attributable to non-controlling interest |
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| (20 | ) |
|
| (161 | ) |
|
| (142 | ) |
|
| (538 | ) |
Net loss attributable to common stockholders |
| $ | (3,777 | ) |
| $ | (5,261 | ) |
| $ | (8,265 | ) |
| $ | (3,202 | ) |
Net loss per share attributable to common stockholders: |
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Basic and diluted |
| $ | (0.17 | ) |
| $ | (0.24 | ) |
| $ | (0.37 | ) |
| $ | (0.15 | ) |
Weighted-average number of shares used in per share |
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Basic and diluted |
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| 22,188,918 |
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| 21,745,403 |
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| 22,187,961 |
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| 21,271,960 |
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Other comprehensive loss, net of tax |
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Foreign currency translation adjustment |
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| — |
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| (12 | ) |
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| — |
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| (12 | ) |
Other comprehensive loss |
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| — |
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| (12 | ) |
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| — |
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| (12 | ) |
Comprehensive loss attributable to common stockholders |
| $ | (3,777 | ) |
| $ | (5,273 | ) |
| $ | (8,265 | ) |
| $ | (3,214 | ) |
3
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
| Six Months Ended June 30, |
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| 2022 |
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| 2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | (8,407 | ) |
| $ | (3,740 | ) |
Adjustments to reconcile net loss to cash used in operating activities: |
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Change in fair value of common stock warrant liabilities |
|
| — |
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|
| 176 |
|
Change in fair value of contingent consideration |
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| (70 | ) |
|
| (140 | ) |
Issuance and offering costs |
|
| — |
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|
| 769 |
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Depreciation |
|
| 277 |
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|
| 484 |
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Amortization of intangible assets |
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| 26 |
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| 48 |
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Lease amortization |
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| 420 |
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|
| 639 |
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Impairment of intangible assets |
|
| 72 |
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|
| — |
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(Gain) loss on disposal of property and equipment |
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| (386 | ) |
|
| 135 |
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Stock-based compensation |
|
| 583 |
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|
| 681 |
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Bad debt expense |
|
| 37 |
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|
| — |
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Realized gain on corporate securities |
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| — |
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|
| (10,222 | ) |
Impairment of property and equipment |
|
| 346 |
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|
| 210 |
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Write-down of inventories |
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| 1,515 |
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|
| 983 |
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Changes in operating assets and liabilities: |
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| — |
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|
| — |
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Accounts receivable |
|
| (2,471 | ) |
|
| 259 |
|
Inventories |
|
| 1,001 |
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|
| (633 | ) |
Prepaid expenses and other current assets |
|
| (541 | ) |
|
| (938 | ) |
Other noncurrent assets |
|
| 15 |
|
|
| (153 | ) |
Accounts payable and accrued expenses |
|
| (247 | ) |
|
| 1,083 |
|
Amounts due to related parties |
|
| 19 |
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|
| (47 | ) |
Unearned revenue |
|
| — |
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|
| 56 |
|
Other current liabilities |
|
| 8 |
|
|
| 1 |
|
Other noncurrent liabilities |
|
| (1 | ) |
|
| (1 | ) |
Operating lease payments |
|
| (446 | ) |
|
| (590 | ) |
Net cash used in operating activities |
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| (8,250 | ) |
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| (10,940 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of property and equipment |
|
| 841 |
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|
| — |
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Purchases of property and equipment |
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| (46 | ) |
|
| (713 | ) |
Acquisitions, net of cash acquired |
|
| — |
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|
| (4,250 | ) |
Proceeds from sales and maturities of investments |
|
| — |
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|
| 21,845 |
|
Net cash provided by (used in) investing activities |
|
| 795 |
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| 16,882 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock and warrants from |
|
| — |
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|
| 25,147 |
|
Payments of offering costs relating to January 2021 PIPE |
|
| — |
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|
| (1,912 | ) |
Principal payments on debt |
|
| — |
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|
| (2,019 | ) |
Proceeds from ESPP purchases |
|
| 4 |
|
|
| 27 |
|
Capital contributions received from non-controlling interest |
|
| — |
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|
| 750 |
|
Net cash provided by financing activities |
|
| 4 |
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|
| 21,993 |
|
Effects of foreign currency translation on cash and cash equivalents |
|
| — |
|
|
| (1 | ) |
Net (decrease) increase in cash and cash equivalents |
|
| (7,451 | ) |
|
| 27,934 |
|
Cash and cash equivalents — beginning of period |
|
| 28,685 |
|
|
| 16,043 |
|
Cash and cash equivalents — end of period |
| $ | 21,234 |
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| $ | 43,977 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for income taxes |
| $ | — |
|
| $ | 1 |
|
Cash paid for interest |
| $ | 1 |
|
| $ | 21 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Shares of common stock issued at closing of Arcadia Wellness transaction |
| $ | — |
|
| $ | 2,053 |
|
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06 |
| $ | 3,392 |
|
| $ | — |
|
Common stock warrants issued to placement agent and included in offering |
| $ | — |
|
| $ | 942 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
| $ | — |
|
| $ | 913 |
|
Proceeds from sale of property and equipment in accounts receivable |
| $ | 51 |
|
| $ | — |
|
Purchases of property and equipment included in accounts payable and accrued expenses |
| $ | — |
|
| $ | 58 |
|
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