Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
1
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September 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 |
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$ |
22,719 |
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$ |
28,685 |
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Accounts receivable and other receivables, net of allowance for doubtful accounts of |
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2,726 |
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1,370 |
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Inventories, net — current |
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3,342 |
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4,433 |
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Assets held for sale |
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254 |
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— |
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Prepaid expenses and other current assets |
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990 |
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|
900 |
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Total current assets |
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30,031 |
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35,388 |
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Property and equipment, net |
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848 |
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2,291 |
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Right of use asset |
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2,073 |
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3,081 |
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Inventories, net — noncurrent |
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984 |
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2,494 |
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Intangible assets, net |
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373 |
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|
484 |
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Other noncurrent assets |
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165 |
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180 |
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Total assets |
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$ |
34,474 |
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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 |
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$ |
2,748 |
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$ |
3,638 |
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Amounts due to related parties |
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47 |
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64 |
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Operating lease liability — current |
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986 |
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1,074 |
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Other current liabilities |
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270 |
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264 |
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Total current liabilities |
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4,051 |
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5,040 |
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Operating lease liability — noncurrent |
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1,269 |
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2,220 |
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Common stock warrant and option liabilities |
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2,135 |
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3,392 |
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Other noncurrent liabilities |
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2,000 |
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2,070 |
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Total liabilities |
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9,455 |
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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, $0.001 par value—150,000,000 shares authorized as |
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65 |
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63 |
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Additional paid-in capital |
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278,618 |
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257,515 |
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Accumulated deficit |
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(253,615 |
) |
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(226,485 |
) |
Total stockholders’ equity |
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25,068 |
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31,093 |
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Non-controlling interest |
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(49 |
) |
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103 |
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Total stockholders' equity |
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25,019 |
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31,196 |
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Total liabilities and stockholders’ equity |
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$ |
34,474 |
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$ |
43,918 |
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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 September 30, |
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Nine Months Ended September 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 |
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$ |
1,851 |
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$ |
2,324 |
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$ |
7,967 |
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$ |
4,506 |
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Royalty |
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17 |
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35 |
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117 |
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86 |
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License |
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10 |
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17 |
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872 |
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17 |
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Total revenues |
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1,878 |
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2,376 |
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8,956 |
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4,609 |
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Operating expenses (income): |
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Cost of revenues |
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1,344 |
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2,511 |
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8,250 |
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4,954 |
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Research and development |
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255 |
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1,038 |
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1,009 |
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3,328 |
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Gain on sale of Verdeca |
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— |
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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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— |
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120 |
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72 |
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120 |
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Change in fair value of contingent consideration |
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— |
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— |
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(70 |
) |
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(140 |
) |
Impairment of property and equipment |
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24 |
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1,108 |
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370 |
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1,319 |
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(Gain) loss on sale of property and equipment |
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— |
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— |
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(386 |
) |
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17 |
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Selling, general and administrative |
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4,835 |
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6,312 |
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13,834 |
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16,733 |
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Total operating expenses |
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6,458 |
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11,089 |
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21,941 |
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26,331 |
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Loss from operations |
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(4,580 |
) |
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(8,713 |
) |
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(12,985 |
) |
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(21,722 |
) |
Interest income (expense) |
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95 |
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(15 |
) |
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123 |
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(23 |
) |
Other income (expense), net |
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43 |
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(7 |
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13 |
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10,214 |
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Change in fair value of common stock warrant and option liabilities |
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1,880 |
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4,777 |
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1,880 |
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4,601 |
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Gain on extinguishment of PPP loan |
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— |
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1,123 |
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— |
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1,123 |
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Issuance and offering costs |
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(314 |
) |
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— |
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(314 |
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(769 |
) |
Net loss before income taxes |
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(2,876 |
) |
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(2,835 |
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(11,283 |
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(6,576 |
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Income tax provision |
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(1 |
) |
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(1 |
) |
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(1 |
) |
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(1 |
) |
Net loss |
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(2,877 |
) |
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(2,836 |
) |
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(11,284 |
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(6,577 |
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Net loss attributable to non-controlling interest |
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(10 |
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(661 |
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(152 |
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(1,199 |
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Net loss attributable to common stockholders |
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$ |
(2,867 |
) |
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$ |
(2,175 |
) |
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$ |
(11,132 |
) |
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$ |
(5,378 |
) |
Net loss per share attributable to common stockholders: |
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Basic and diluted |
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$ |
(0.12 |
) |
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$ |
(0.10 |
) |
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$ |
(0.48 |
) |
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$ |
(0.26 |
) |
Weighted-average number of shares used in per share |
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Basic and diluted |
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24,552,543 |
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22,177,423 |
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22,984,816 |
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20,976,105 |
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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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(24 |
) |
Other comprehensive loss |
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— |
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(12 |
) |
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— |
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(24 |
) |
Comprehensive loss attributable to common stockholders |
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$ |
(2,867 |
) |
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$ |
(2,187 |
) |
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$ |
(11,132 |
) |
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$ |
(5,402 |
) |
3
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
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Nine Months Ended September 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 |
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$ |
(11,284 |
) |
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$ |
(6,577 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
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Change in fair value of common stock warrant and option liabilities |
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(1,880 |
) |
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(4,601 |
) |
Change in fair value of contingent consideration |
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(70 |
) |
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(140 |
) |
Issuance and offering costs |
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314 |
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|
769 |
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Depreciation |
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354 |
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737 |
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Amortization of intangible assets |
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39 |
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99 |
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Lease amortization |
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686 |
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914 |
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Impairment of intangible assets |
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72 |
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120 |
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(Gain) loss on disposal of property and equipment |
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(386 |
) |
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17 |
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Stock-based compensation |
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897 |
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1,035 |
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Bad debt expense |
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32 |
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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 |
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370 |
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1,319 |
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Write-down of inventories |
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1,530 |
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1,802 |
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Gain on extinguishment of PPP loan |
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— |
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(1,123 |
) |
Gain on sale of Verdeca |
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(1,138 |
) |
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— |
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Changes in operating assets and liabilities: |
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— |
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— |
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Accounts receivable and other receivables |
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(534 |
) |
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(47 |
) |
Inventories |
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|
1,071 |
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(2,651 |
) |
Prepaid expenses and other current assets |
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(90 |
) |
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(452 |
) |
Other noncurrent assets |
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|
15 |
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(159 |
) |
Accounts payable and accrued expenses |
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(890 |
) |
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|
972 |
|
Amounts due to related parties |
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(17 |
) |
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(29 |
) |
Unearned revenue |
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— |
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|
(8 |
) |
Other current liabilities |
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|
6 |
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|
1 |
|
Operating lease liabilities |
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(718 |
) |
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(984 |
) |
Net cash used in operating activities |
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(11,621 |
) |
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(19,208 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of property and equipment |
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|
897 |
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2 |
|
Proceeds from sale of Verdeca — earn-out received |
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|
285 |
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— |
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Purchases of property and equipment |
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(46 |
) |
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(919 |
) |
Acquisitions, net of cash acquired |
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— |
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(4,250 |
) |
Proceeds from sales and maturities of investments |
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— |
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21,845 |
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Net cash provided by (used in) investing activities |
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1,136 |
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16,678 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock, pre-funded warrants and |
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5,000 |
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— |
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Payments of offering costs relating to August 2022 Offering |
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(488 |
) |
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— |
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Proceeds from issuance of common stock and warrants from |
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— |
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25,147 |
|
Payments of offering costs relating to January 2021 PIPE |
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— |
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(1,912 |
) |
Proceeds from the exercise of warrants |
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— |
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|
22 |
|
Principal payments on debt |
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— |
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(2,032 |
) |
Proceeds from ESPP purchases |
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7 |
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|
39 |
|
Capital contributions received from non-controlling interest |
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— |
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|
750 |
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Net cash provided by financing activities |
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|
4,519 |
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|
22,014 |
|
Effects of foreign currency translation on cash and cash equivalents |
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|
— |
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|
|
(1 |
) |
Net (decrease) increase in cash and cash equivalents |
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(5,966 |
) |
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|
19,483 |
|
Cash and cash equivalents — beginning of period |
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28,685 |
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|
16,043 |
|
Cash and cash equivalents — end of period |
|
$ |
22,719 |
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$ |
35,526 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for income taxes |
|
$ |
— |
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$ |
1 |
|
Cash paid for interest |
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$ |
1 |
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$ |
25 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Shares of common stock issued at closing of Arcadia Wellness transaction |
|
$ |
— |
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|
$ |
2,053 |
|
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06 |
|
$ |
3,392 |
|
|
$ |
— |
|
Common stock options issued to placement agent and included in offering |
|
$ |
191 |
|
|
$ |
— |
|
Common stock warrants issued to placement agent and included in offering |
|
$ |
— |
|
|
$ |
942 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
$ |
114 |
|
|
$ |
1,662 |
|
Proceeds from sale of Verdeca in accounts receivable and other receivables |
|
$ |
854 |
|
|
$ |
— |
|
# # #
4