References to the "Company," "Agrico Acquisition Corp.," "our," "us" or "we"
refer to Agrico Acquisition Corp. The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with
the unaudited interim condensed financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that
involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act. We have based these forward-looking statements
on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
SEC filings.
Overview
We are a Cayman Islands exempted company incorporated on July 31, 2020, for the
purpose of entering into a merger, share exchange, asset acquisition, share
purchase, recapitalization, reorganization or other similar business combination
with one or more target businesses (the "Business Combination").
Our sponsor is DJCAAC, LLC, a Delaware limited partnership (the "Sponsor"). The
registration statement for our IPO was declared effective on July 7, 2021. On
July 12, 2021, we consummated our initial public offering (the "Initial Public
Offering" or "IPO") of 14,375,000 Units, which includes the full exercise by the
underwriters of the over-allotment option to purchase an additional 1,875,000
Units, at $10.00 per unit, generating gross proceeds of $143,750,000.
Transaction costs of the IPO amounted to $9,998,781, comprised of $2,875,000 of
underwriting fees paid at the time of the IPO, $5,031,250 of deferred
underwriting fees, $655,031 of other offering costs, and $1,437,500 of the fair
value of the representative shares, and was all charged to shareholders' equity.
Substantially concurrently with the closing of the Initial Public Offering, we
completed the private sale (the "Private Placement") of 7,250,000 warrants to
the Sponsor and Maxim Group LLC ("Maxim"), the underwriter in this offering, at
a price of $1.00 per Private Placement Warrant, generating gross proceeds of
$7,250,000.
Upon the closing of the Initial Public Offering and the Private
Placement, $146,625,000 (approximately $10.20 per Unit) from the net proceeds of
the sale of the Units in the IPO, including a portion of the proceeds from the
Private Placement, was deposited in a trust account ("Trust Account"), located
in the United States with Continental Stock Transfer & Trust Company acting as
trustee, and was invested in permitted United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended, having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act
that invest only in direct U.S. government treasury obligations.
Our management has broad discretion with respect to the specific application of
the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a Business Combination.
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We will have 12 months (or up to 21 months if we extend the period of time to
consummate a business combination by the full amount of time) from the closing
of the Initial Public Offering, or July 12, 2023, to complete the initial
Business Combination (the "Combination Period"). However, if we are unable to
complete the initial Business Combination within the Combination Period, we
will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us to pay
the our taxes (less up to $50,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will
completely extinguish public shareholders' rights as shareholders (including the
right to receive further liquidating distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and board of
directors, liquidate and dissolve, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law.
Initial Business Combination
On January 30, 2022, we entered into a Business Combination Agreement (the
"Business Combination Agreement") with (i) Figgreen Limited, a private limited
company incorporated in Ireland with registered number 606356 ("Pubco"), (ii)
Kalera Cayman Merger Sub, a Caymans Islands exempted company ("Cayman Merger
Sub"), (iii) Kalera Luxembourg Merger Sub SARL, a limited liability company
incorporated under the laws of the Grand Duchy of Luxembourg ("Lux Merger Sub"
and, together with Cayman Merger Sub, the "Merger Subs") and (iv) Kalera AS, a
Norwegian private limited liability company (the "Kalera").
Pursuant to the Business Combination Agreement, (i) a merger will occur,
pursuant to which Cayman Merger Sub will merge with and into Agrico, with Agrico
continuing as the surviving entity and as a wholly owned subsidiary of Pubco
(the "First Merger") and Agrico will issue ordinary shares (the "Agrico Ordinary
Shares") to Pubco (the "Agrico Share Issuance") and the holders of Agrico
Ordinary Shares will receive shares in the capital of Pubco and holders of
warrants of Agrico (the "Agrico Warrants") will have their Agrico Warrants
assumed by Pubco and adjusted to become exercisable for shares in the capital of
Pubco, in each case as consideration for the First Merger and the Agrico Share
Issuance, (ii) at least one (1) business day following the First Merger and
subject thereto, the second merger will occur, pursuant to which Lux Merger Sub
will merge with and into Kalera with Kalera as the surviving entity of the
second merger (the "Second Merger") and in this context Kalera will issue shares
to Pubco (the "Kalera Share Issuance"), and (iii) immediately following the
Second Merger and the Kalera Capital Reduction (as defined below), the
shareholders of Kalera (the "Kalera Shareholders") (except Pubco) will receive
shares in the capital of Pubco and the holders of Kalera's outstanding options
(the "Kalera Options") will receive options in the capital of Pubco, in each
case as consideration for the ordinary shares of Kalera (the "Kalera Shares")
and the Kalera Options being cancelled and ceasing to exist or being assumed (as
applicable) upon completion of the Second Merger by way of a capital reduction
pursuant to the Luxembourg Companies Act (the "Kalera Capital Reduction"). As a
result of the transactions contemplated by the Business Combination Agreement,
Kalera will be a wholly owned subsidiary of Pubco.
Upon consummation of the First Merger, (i) each Class A ordinary share (the
"Agrico Class A Ordinary Shares") outstanding immediately prior to the effective
time of the First Merger (the "First Merger Effective Time") will be
automatically cancelled in exchange for and converted into one ordinary share of
Pubco (the "Pubco Ordinary Shares"), (ii) each Class B ordinary share (the
"Agrico Class B Ordinary Shares") outstanding immediately prior to the First
Merger Effective Time will be automatically cancelled in exchange for and
converted into one Pubco Ordinary Share, and (iii) each outstanding public
Agrico Warrant (the "Agrico Public Warrants") and private Agrico Warrants will
remain outstanding and will automatically be adjusted to become a Pubco Warrant.
Upon consummation of the Second Merger, each Kalera Share outstanding
immediately prior to the Second Merger Effective Time will be cancelled and
cease to exist in the context of the Kalera Capital Reduction against the
issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio
(as defined below) (the aggregate number of Pubco Ordinary Shares so issued, the
"Exchange Shares") and (ii) one CVR per Kalera Share. "Exchange Ratio" means
0.091. The number of Exchange Shares will be determined prior to the Second
Merger Effective Time in accordance with the terms of the Business Combination
Agreement and will cause, assuming no public shareholders of Agrico exercise
their redemption rights, Kalera Shareholders to own approximately 52% of the
issued and outstanding Pubco Ordinary Shares.
Consideration
The First Merger: Consideration to Agrico Security holders
The first transaction that comprises the Business Combination is the First
Merger, pursuant to which Cayman Merger Sub will merge with and into Agrico,
with Agrico surviving and being a wholly-owned subsidiary of Pubco.
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Upon consummation of the First Merger, (i) each Agrico Class A ordinary share
outstanding immediately prior to the First Merger Effective Time will be
automatically cancelled in exchange for and converted into one Pubco Ordinary
Share (ii) each Agrico Class B ordinary share outstanding immediately prior to
the First Merger Effective Time will be automatically cancelled in exchange for
and converted into one Pubco Ordinary Share, and (iii) each outstanding Agrico
Public Warrant and Agrico Private Warrant will remain outstanding and will
automatically be adjusted to become a Pubco Warrant, respectively. As a result
of the First Merger and the conversion or automatic adjustment (as applicable)
of Agrico securities into securities of Pubco, the rights of Agrico security
holders will change in material ways.
The Second Merger: Consideration to Kalera Security holders
At least one (1) business day following the First Merger and subject thereto,
Pubco, Kalera and Lux Merger Sub will cause the Second Merger to be consummated,
pursuant to which Lux Merger Sub will merge with and into Kalera with Kalera as
the surviving entity of the Second Merger and in this context Kalera will issue
shares to Pubco. Immediately following and in connection with the Second Merger,
the Kalera Shareholders (except Pubco) will receive shares in the capital of
Pubco and contractual contingent value rights (each a "CVR"), which represent
the right to receive up to two contingent payments of Pubco Ordinary Shares, and
the holders of the Kalera Options will receive options in the capital of Pubco
and, in the case of holders of In-the-Money Options, CVRs, in each case as
consideration for the Kalera Shares and the Kalera Options being cancelled and
ceasing to exist or being assumed (as applicable) upon completion of the Second
Merger by way of the Kalera Capital Reduction. Each CVR represents a contingent
right to receive additional Pubco Ordinary Shares, issuable upon the achievement
of certain milestones, including: (i) Pubco Ordinary Shares trading at or over a
market price of $12.50; and (ii) Pubco Ordinary Shares trading at or over a
market price of $15.00, in each case, for 20 trading days within a 30
trading-day period, based on volume-weighted average trading prices. The amount
of shares issuable to each CVR holder for the achievement of each milestone is,
in each case, a pro rata portion of an amount of Pubco Ordinary Shares
equivalent to 5% of the amount of Kalera Shares outstanding as of immediately
following the Kalera Capital Reduction on a fully-diluted basis.
Upon consummation of the Second Merger, each Kalera Share outstanding
immediately prior to the Second Merger Effective Time will be cancelled and
cease to exist in the context of the Kalera Capital Reduction against the
issuance of (i) the number of Pubco Ordinary Shares equal to the Exchange Ratio
and (ii) one CVR per Kalera Share.
Closing of the Business Combination
The consummation of the First Merger and related transactions (the "First
Closing") will take place on the fifth business day following the satisfaction
or waiver of the conditions to closing set forth in the Business Combination
Agreement, unless Agrico and Kalera agree in writing to another date or time.
The consummation of the Business Combination (other than those transactions
which occur on the First Closing) (the "Second Closing" and together with the
First Closing, the "Closings" and each, a "Closing") will take place on the
first business day after the First Closing, unless Agrico and Kalera agree in
writing to another date or time.
Results of Operations
For the three months ended March 31, 2022, we had a net loss of $379,541, which
was comprised of mostly general and administrative costs of $386,364 net of
interest income of $6,823 from cash and marketable securities in our trust
account. The general and administrative expenses were primarily due to fees to
professionals such as the auditors, legal counsel and consultants.
The proceeds from the IPO and the sale of the Private Placement Warrants will
not be released from the Trust Account (1) to us, until the completion of the
initial Business Combination, or (2) to the public shareholders, until the
earliest of (a) the completion of the initial Business Combination, and then
only in connection with those Class A ordinary shares that such shareholders
properly elected to redeem, subject to the limitations, (b) the redemption of
any public shares properly tendered in connection with a (A) shareholder vote to
amend the amended and restated memorandum and articles of association to modify
the substance or timing of our obligation to provide holders of the Class A
ordinary shares the right to have their shares redeemed in connection with the
initial Business Combination or to redeem 100% of the public shares if we do not
complete the initial Business Combination within 21 months from the closing of
the Initial public offering (the "Combination Period"), or (B) with respect to
any other provision relating to the rights of holders of the Class A ordinary
shares or pre-initial business combination activity, and (c) the redemption of
the public shares if we have not consummated the initial Business Combination
within 21 months from the closing of the Initial public offering. Public
shareholders who redeem their Class A ordinary shares in connection with a
shareholder vote described in clause (b) in the preceding sentence shall not be
entitled to funds from the Trust Account upon the subsequent completion of an
initial Business Combination or liquidation if we have not consummated an
initial Business Combination within the Combination Period, with respect to such
Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account
could become subject to the claims of our creditors, if any, which could have
priority over the claims of the public shareholders.
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For the three months ended March 31, 2022, we earned $6,823 in interest income
in the Trust Account. The proceeds held in the Trust Account may only be
invested in United States "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or
less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in
direct U.S. government treasury obligations.
We agreed pay our Sponsor $10,000 per month for office space, utilities,
secretarial and administrative support services provided to members of our
management team. Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees. For three months ended
March 31, 2022 and March 31, 2021, $30,000 and $0 had been charged to operating
expenses, respectively.
Liquidity, Capital Resources and Going Concern Consideration
As of March 31, 2022, we had $288,426 in cash and a working capital of $81,284.
Prior to the completion of our IPO, our liquidity needs had been satisfied
through a capital contribution from the Sponsor of $25,000 for the founder
shares, the loan under an unsecured promissory note from the Sponsor of up to
$200,000, which we borrowed and repaid $171,356 in 2021 and had no outstanding
balance as of March 31, 2022.
In order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are
not obligated to, loan us funds as may be required. If we complete our initial
business combination, we would repay such loaned amounts. In the event that our
initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used for such repayment. Up to
$1,500,000 of such working capital loans may be convertible into private
placement-equivalent warrants at a price of $1.00 per warrant (which, for
example, would result in the holders being issued 1,500,000 warrants if
$1,500,000 of notes were so converted), at the option of the lender. Such
warrants would be identical to the private placement warrants, including as to
exercise price, exercisability and exercise period. The terms of such working
capital loans by our sponsor or its affiliates, or our officers and directors,
if any, have not been determined and no written agreements exist with respect to
such loans. Prior to the completion of our initial business combination, we do
not expect to seek loans from parties other than our sponsor or an affiliate of
our sponsor as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in
our trust account. As of March 31, 2022 and December 31, 2021, there were no
amounts outstanding under any Working Capital Loans.
In connection with the Company's assessment of going concern considerations in
accordance with Financial Accounting Standards Board's Accounting Standards
Codification Topic 205-40, "Presentation of Financial Statements - Going
Concern," the Company has until July 12, 2022, to consummate an initial business
combination. It is uncertain that the Company will be able to consummate an
initial business combination by this time. If an initial business combination is
not consummated by this date, there will be a mandatory liquidation and
subsequent dissolution of the Company. Additionally, the Company may not have
sufficient liquidity to fund the working capital needs of the Company through
one year from the issuance of these financial statements. Management has
determined that the liquidity condition and mandatory liquidation, should an
initial business combination not occur, and potential subsequent dissolution
raises substantial doubt about the Company's ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after July 12, 2022.
These unaudited condensed financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should we be unable to continue as a going
concern.
21
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered
off-balance sheet arrangements. We do not participate in transactions that
create relationships with unconsolidated entities or financial partnerships,
often referred to as variable interest entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of
other entities, or entered into any non-financial agreements involving assets.
Contractual Obligations
Other than the below, we do not have any long-term debt obligations, capital
lease obligations, operating lease obligations, purchase obligations or
long-term liabilities.
Administrative Services Agreement
Commencing on the date that our securities are first listed, we agreed to pay
the Sponsor $10,000 per month for office space, secretarial and administrative
services provided to members of our founding team. Upon completion of the
initial Business Combination or our liquidation, we will cease paying such
monthly fees. For three months ended March 31, 2022 and March 31, 2021, $30,000
and $0 had been charged to operating expenses, respectively.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants, Class A ordinary
shares underlying the Private Placement Warrants and Warrants that may be issued
upon conversion of Working Capital Loans (and any Class A ordinary shares
issuable upon the exercise of the Private Placement Warrants and Warrants that
may be issued upon conversion of Working Capital Loans) will be entitled to
registration rights pursuant to a registration and shareholder rights agreement.
The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to
registration statements filed subsequent to our completion of the initial
Business Combination. We will bear the expenses incurred in connection with the
filing of any such registration statements.
Underwriting Agreement
On July 12, 2021, we paid an underwriting discount of 2% of the per Unit
offering price, or approximately $2,875,000 million in the aggregate at the
closing of the Initial Public Offering, and the underwriters are entitled to a
deferred underwriting discount of 3.5% of the gross proceeds of the Initial
Public Offering, or $5,031,250 in the aggregate. The deferred fee will be
payable to the underwriters from the amounts held in the Trust Account solely in
the event that we complete an initial Business Combination, subject to the terms
of the underwriting agreement.
Sponsor Support Agreement
In connection with their entry into the Business Combination Agreement, Agrico
and Kalera entered into the Sponsor Support Agreement with DJCAAC LLC, a
Delaware limited liability company (the "Sponsor"), pursuant to which the
Sponsor agreed (i) to vote the Agrico ordinary shares held by them in favor of
the approval and adoption of the Business Combination Agreement and approval of
the business combination proposal and the Business Combination, (ii) to not
transfer, during the period commencing on the date of the Sponsor Support
Agreement and ending on the earlier of (a) the First Closing and (b) the
liquidation of Agrico, any Agrico ordinary shares owned by the Sponsor, (iii) to
not transfer any Lock-up Shares until the end of the Lock-up Period (each as
defined therein), and (iv) to transfer to Agrico, surrender and forfeit a
certain amount of Agrico's Class B ordinary shares in the event that the amount
of Agrico ordinary shares redeemed pursuant to the Redemption meet the threshold
specified therein.
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The foregoing description of the Sponsor Support Agreement does not purport to
be complete and is qualified in its entirety by the terms and conditions of the
actual agreement, a form of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Company Holders Support Agreements
In connection with their entry into the Business Combination Agreement, Agrico
and Kalera entered into the Kalera Holders Support Agreement with certain
shareholders of Kalera, whose names appear on the signature pages thereto (such
shareholders, the "Major Shareholders", and such agreement, the "Kalera Holders
Support and Lock Up Agreement"), pursuant to which each Major Shareholder agreed
(i) to vote all of such Major Shareholder's Covered Shares (as defined therein)
held by them in favor of the approval and adoption of the Business Combination
Agreement and the Business Combination, (ii) to not transfer, prior to the date
of the Second Closing, any of such Major Shareholder's Covered Shares, and (iii)
to not transfer any Lock-up Shares until the end of the Lock-up Period (each as
defined therein).
In connection with their entry into the Business Combination Agreement, Agrico
and Kalera entered into the Kalera Holders Support Agreement with certain
shareholders of Kalera, whose names appear on the signature pages thereto (such
shareholders, the "Non-Major Shareholders", and such agreement, the "Kalera
Holders Support Agreement"), pursuant to which each Kalera Shareholder agreed
(i) to vote all of such Kalera Shareholder's Covered Shares (as defined therein)
held by them in favor of the approval and adoption of the Business Combination
Agreement and the Business Combination and (ii) to not transfer, prior to the
date of the Second Closing, any of such Kalera Shareholder's Covered Shares.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States requires our management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and income and
expenses during the periods reported. Actual results could materially differ
from those estimates. We have identified the following as our critical
accounting policies:
Offering Costs
Offering costs consisted of legal, accounting, underwriting fees and other costs
incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable
financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated
with issuance of the Class A ordinary shares were charged against the carrying
value of the Class A ordinary shares subject to possible redemption upon the
completion of the Initial Public Offering. We classify deferred underwriting
commissions as non-current liabilities as the liquidation is not reasonably
expected to require the use of current assets or require the creation of current
liabilities.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary share subject to possible redemption in
accordance with ASC 480. Class A ordinary shares subject to mandatory redemption
(if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary
share that feature redemption rights that are either within the control of the
holder or subject to redemption upon the occurrence of uncertain events not
solely within our control) are classified as temporary equity. At all other
times, Class A ordinary shares are classified as shareholders' equity. Our Class
A ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events.
Accordingly, at March 31, 2022 and December 31, 2021, 14,375,000 Class A
ordinary shares subject to possible redemption are presented at redemption value
as temporary equity, outside of the shareholders' deficit section of our balance
sheets.
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Immediately upon the closing of the Initial Public Offering, we recognized the
accretion from initial book value to redemption amount, which approximates fair
value. The change in the carrying value of Class A ordinary shares subject to
possible redemption resulted in charges against additional paid-in capital (to
the extent available), accumulated deficit, and Class A ordinary shares.
Net Loss Per Ordinary Share
We have two classes of shares, which are referred to as Class A ordinary shares
and Class B ordinary shares. Earnings and losses are shared pro rata between the
two classes of shares. Net loss per ordinary share is computed by dividing net
loss by the weighted-average number of ordinary shares outstanding during the
periods. We have not considered the effect of the warrants sold in the Initial
Public Offering and the Private Placement to purchase an aggregate of 14,437,500
of our Class A ordinary shares in the calculation of diluted loss per
share, since their inclusion would be anti-dilutive under the treasury stock
method. As a result, diluted net loss per ordinary share is the same as basic
net loss per ordinary share for the periods. Accretion associated with the
Class A ordinary shares subject to possible redemption is excluded from earnings
per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for
certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The
new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity's own
equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 for the Company and should be applied
on a full or modified retrospective basis, with early adoption permitted
beginning on January 1, 2021. The Company is currently assessing the impact, if
any, that ASU 2020-06 would have on its financial position, results of
operations or cash flows.
Management does not believe that any other recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have a
material effect on our financial statements.
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