The following discussion should be read in conjunction with our Consolidated Financial Statements, including the Notes to those statements, included elsewhere in this Annual Report on Form 10-K, and the Section entitled "Cautionary Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K. As discussed in more detail in the section entitled "Cautionary Note Regarding Forward-Looking Statements," this discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause those differences include those discussed in "Risk Factors" and elsewhere in this Annual Report on Form 10-K.
Overview
Our Mission and Vision
Our mission is to bring our farm to your kitchen. Our vision is to deliver the freshest, locally grown produce over the fewest food miles. We believe that happy plants make happy taste buds and we are committed to reimagining the standards of freshness. We also believe that local is the best kind of business, and we are committed to helping communities thrive for generations to come. We are committed to building empowered local teams. Together, we believe we are capable of extraordinary things.
Company Overview
Local Bounti is a controlled environment agriculture ("CEA") company that produces sustainably grown produce, focused today on living and loose leaf lettuce. Founded in 2018, and headquartered inHamilton, Montana ,Local Bounti utilizes its patent pending Stack & Flow Technology™ to grow healthy food sustainably and affordably. Our proprietary process is a hybrid, utilizing vertical farming in early plant growth, followed by greenhouse farming for final grow out. We designed our Stack & Flow Technology™ to give our products exactly what they need at every step of their growth cycle. Our goal is to grow in an environmentally sustainable manner that not only increases harvest efficiency and enhances unit economics, but also limits water usage and reduces the carbon footprint of the production and distribution process. Controlling the environmental conditions in both the 'Stack' and 'Flow' components of our growing system helps to ensure healthy, nutritious, consistent, and delicious products that are non-genetically modified organisms ("non-GMO"). We use 90% less water, 90% less land, and significantly less pesticides and herbicides than traditional outdoor agriculture operations. Our first CEA facility inHamilton, Montana (the "Montana Facility") commenced construction in 2019 and reached full commercial operation by the second half of 2020. In 2021, we successfully completed the expansion of our Montana Facility, more than doubling our production capacity. Immediately after expansion, this facility was dedicated equally to commercial production and research and development that focused on new products, technology and system design. Today, the majority of the Montana Facility is dedicated to commercial production, but we continue to utilize dedicated space for research and development to improve our existing and future facilities. OnApril 4, 2022 ,Local Bounti acquiredCalifornia -based complementary greenhouse farming companyHollandia Produce Group, Inc. and its subsidiaries (the "Pete's Acquisition"), which operate under the name Pete's ("Pete's"). Through the Pete's acquisition, we significantly increased our growing footprint, now operating three additional greenhouse growing facilities, including two inCalifornia and one inGeorgia , the latter of which became operational inJuly 2022 . We now have distribution to over 10,000 retail locations across 35 U.S. states and Canadian provinces, primarily through direct relationships with blue-chip retail customers, including Albertsons,Sam's Club , Kroger, Target, Walmart,Whole Foods , and AmazonFresh. Today, our primary products include living butter lettuce - for which we are a leading provider with an approximate 80% share of the CEA market within theWestern U.S. - as well as packaged salad and cress.Local Bounti's founders areCraig M. Hurlbert andTravis M. Joyner , business partners with a track record of building and managing capital-intensive, commodity-based businesses in energy, water, and industrial technology. After initially setting out to invest in a CEA business, Craig and Travis could not find a suitable existing business or technology in which to invest. Instead, they took a clean sheet approach and began to build a business with long-term CEA leadership in mind and a focus on unit economics and sustainability. With this background, we created our high-yield and low-cost Stack & Flow Technology™.Local Bounti plans to install its patent pending Stack & Flow Technology™ at itsCalifornia facilities, combining the best aspects of vertical farming and greenhouse growing technologies to deliver higher yields of diverse leafy greens with superior unit economics. We derive the majority of our revenue from the sale of produce. We grow and package fresh greens that are sold into existing markets and channels such as food retailers and food service distributors from ourMontana facility and twoCalifornia facilities, and beginning in the third quarter of 2022, from our newGeorgia facility. Sales are recognized at a point in time when control of the goods is transferred to the customer. We offer sales incentives to our customers, including temporary price reductions. We anticipate that these promotional activities could impact sales and that changes in such activities could impact period-over-period results. Sales may also vary from period to period depending on the purchase orders we receive, the volume and mix of 51 -------------------------------------------------------------------------------- products sold and the channels through which our products are sold. In response to realized cost inflation, we have implemented contractually allowable price increases which we anticipate to benefit from in 2023 and beyond. We intend to increase our production capacity and expand our reach to new markets, new geographies, and new customers through either the building of new facilities or through the acquisition of existing greenhouse facilities which we will update with our Stack & Flow Technology™. We conduct an ongoing build-versus-buy analysis whenever we decide to build a new facility or acquire an existing facility. We also expect to expand our product offering to new varieties of fresh greens, herbs, berries, and other produce. Additionally, we evaluate commercial opportunities as part of these expansion efforts on an ongoing basis. InOctober 2022 , we signed a five-year offtake agreement withSam's Club for our leafy greens production starting at our greenhouse facility inGeorgia . We continue to advance our expansion of theGeorgia facility, which will double the existing footprint and further enhance capacity with the addition of our Stack & Flow TechnologyTM to meet pent up demand forLocal Bounti packaged salads to current customers and open the opportunity to earn new business in that region.
Commercial Facility Expansion Update
Georgia Facility - Phase 1-A, 1-B and 1-C Progress
We completed our first "Stack" vertical zone in the fourth quarter, as part of our Stack & Flow Technology™ implementation, and are producing product in Phase 1-A. Construction of Phase 1-B is progressing and we now expect completion of this phase early in the second quarter of 2023. Following Phase 1-B completion, the site's greenhouse footprint will be established and ready to integrate the complementary Stack zones that comprise Phase 1-C.
Georgia Facility - Construction Commences on "Stack" Integration
Georgia facility Phase 1-C construction has commenced, which reflects the integration of the vertical "Stack" component of the facility architecture. We now expect this work to be completed and operational early in the fourth quarter of 2023. Our Stack & Flow TechnologyTM is expected to add approximately 40% of incremental revenue generating capacity to the finishedGeorgia facility, which will be comprised of six acres of greenhouses and multiple climate, water, and spectral controlled Stack zones.
Texas Facility
In earlyJanuary 2023 , we started construction of the six-acre facility, which will leverage our proprietary Stack & Flow Technology™ to grow and sell our indoor grown line of packaged leafy greens. Varieties will include spring mix, butter lettuce, romaine crisp, green leaf, and additional blends. The addition of the new facility in northeastTexas is expected to fortify our distribution in markets acrossTexas ,Oklahoma ,Louisiana ,Mississippi ,Arkansas ,Kansas , andMissouri . Further, the facility is designed to provide additional capacity to meet existing demand from our direct relationships with blue-chip retailers and distributors throughout the region. The facility is expected to commence operations in the fourth quarter of 2023.
Washington Facility
ThePasco, Washington facility continues to progress with anticipated completion in the first quarter 2024, which reflects our decision to stagger construction to accommodate the commissioning of ourTexas facility in the fourth quarter of 2023. TheWashington facility will be comprised of multiple Stack zones and three acres of greenhouse.
Recent Developments
OnMarch 28, 2023 ,Local Bounti entered into an amendment to the Credit Agreements with Cargill Financial to expand the term loan credit facility from$170 million to up to$280 million per the terms and conditions of the agreement, including capital to fund construction at theLocal Bounti's facilities inGeorgia ,Texas , andWashington , subject to certain conditions. In consideration for the improved flexibility and the expanded size of the facility,Local Bounti issued Cargill Financial 5-year warrants to purchase up to 69.6 million shares of common stock with a per share exercise price of$1 per share, representing more than a 100% premium toLocal Bounti's current stock price. See Item 9B, Other Information.
Factors Affecting Our Financial Condition and Results of Operations
We expect to expend substantial resources as we:
•identify and invest in future growth opportunities, including new product lines;
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•complete construction and commissioning of new facilities in
•integrate Pete's operations into our business;
•invest in product innovation and development;
•invest in sales and marketing efforts to increase brand awareness, engage customers and drive sales of our products; and
•incur additional general administration expenses, including increased finance, legal and accounting expenses associated with being a public company, and growing operations.
Critical Accounting Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. Our significant accounting estimates are more fully described in Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements. Certain of our accounting estimates are particularly important to our financial position and results of operations and require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. We evaluate our estimates on an ongoing basis. Estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies that involve significant estimates and judgments of management include the following:
Stock-Based Compensation
We recognize in our Consolidated Statements of Operations the grant-date fair value of restricted stock units (RSUs) and restricted stock awards (RSAs) issued to both employees and non-employees. Our RSUs and RSAs are subject to service-based vesting conditions. Stock-based compensation expense is recognized on a tranche-by-tranche basis using the accelerated attribution method over the requisite service period of the award, which generally corresponds to the underlying vesting term. Forfeitures of awards are accounted for in the period in which they occur. Stock-based compensation cost of RSUs and RSAs is calculated by multiplying the grant date fair value by the number of shares granted. The fair value of each share of common stock underlying RSUs and RSAs is based on the closing price of our common stock as reported by NYSE on the date of the grant.Goodwill We account for acquired businesses using the acquisition method of accounting which requires that the assets acquired, and liabilities assumed be recorded at the date of acquisition at their respective fair values.Goodwill is not subject to amortization and is reviewed for impairment annually during the fourth fiscal quarter, or earlier whenever events or changes in business circumstances indicate an impairment may have occurred. Our impairment tests are based on a single reporting unit structure.Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value, with an impairment charge recognized for the difference. When reviewing goodwill for impairment, we begin by performing a qualitative assessment, which includes, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, budget-to-actual performance, and trends in market capitalization for us and our peers. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then perform a quantitative assessment. Depending upon the results of that assessment, the recorded goodwill may be written down, and impairment expense is recorded in the Consolidated Statements of Operations when the carrying amount of the reporting unit exceeds the fair value of the reporting unit.
For the year ended
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Results of Operations
Year Ended
The following table sets forth our historical operating results for the periods indicated: Year Ended December 31, 2022 2021 $ Change (in thousands) Sales$ 19,474 $ 638 18,836 Cost of goods sold 17,259 432 16,827 Gross profit 2,215 206 2,009 Operating expenses: Research and development 14,059 3,425 10,634 Selling, general and administrative 82,682 41,498 41,184 Total operating expenses 96,741 44,923 51,818 Loss from operations (94,526) (44,717) (49,809) Other income (expense): Convertible Notes fair value adjustment - (5,067) 5,067 Interest expense, net (16,734) (6,618) (10,116) Other income 189 309 (120) Net loss$ (111,071) $ (56,093) (54,978) The following sections discuss and analyze the changes in the significant line items in our Consolidated Statements of Operations for the comparative periods in the table above. Sales
We derive the majority of our revenue from the sale of produce. In response to realized cost inflation, we have implemented contractually allowable price increases which we anticipate to benefit from in 2023 and beyond.
Sales increased by$18.8 million to$19.5 million for the year endedDecember 31, 2022 , compared to the year endedDecember 31, 2021 . The increase was due primarily to the acquisition of Pete's at the beginning ofApril 2022 , which added more than 10,000 retail locations nationwide.
Cost of Goods Sold
Cost of goods sold consists primarily of costs related to growing produce at our greenhouse facilities, including labor costs, which include wages, salaries, benefits, and stock-based compensation, seeds, soil, nutrients and other input supplies, packaging materials, depreciation, utilities and other manufacturing overhead. We expect that, over time, cost of goods sold will decrease as a percentage of sales, as a result of scaling our business. Cost of goods sold increased by$16.8 million for the year endedDecember 31, 2022 , compared to the year endedDecember 31, 2021 , due to increased sales during 2022 driven by the acquisition of Pete's. Cost of goods sold also increased for the year endedDecember 31, 2022 due to the fair value step-up to expected selling price of acquired inventory from theApril 2022 Pete's Acquisition. This acquired inventory was subsequently sold during the second quarter at a zero margin stepped-up value, which negatively impacted our gross margin for the year endedDecember 31, 2022 by$1.0 million or 5.4%. Additionally, cost of goods sold was negatively impacted for the year endedDecember 31, 2022 due to temporary supply chain challenges with suppliers at ourCalifornia facilities during the second quarter, which resulted in higher costs to fill orders. These temporary supply chain challenges have since been resolved.
Research and Development
Research and development expenses consist primarily of compensation to employees engaged in research and development activities, which include salaries, benefits, and stock-based compensation, overhead (including depreciation, utilities and other related allocated expenses), and supplies and services related to the development of our growing processes. Our research and development efforts are focused on the development of our processes utilizing our CEA facilities, increasing production yields, developing new leafy green SKUs and value-added products such as grab-and-go salads, and exploring new crops, including berries. We focus our research and development efforts on areas that we believe will generate future revenue and grow our intellectual property portfolio across process improvements, genetics, computer, vision, artificial intelligence, and process controls. We expect that, over the long term, research and development will decrease as a percentage of sales, as a result of the establishment of our growing process. 54 -------------------------------------------------------------------------------- Research and development costs increased by$10.6 million for the year endedDecember 31, 2022 , compared to the year endedDecember 31, 2021 . The increase was due to increased investment in personnel, materials, supplies, and facility capacity as we continue to expand our product offering and refine our growing process. We incurred costs for research and development of our production, harvesting, and post-harvest packaging techniques and processes, as well as production surplus costs related to the development and testing of our production processes.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses consist of employee compensation, including salaries, benefits, and stock-based compensation for our executive, legal, finance, information technology, human resources and sales and marketing teams, expenses for third-party professional services, Pete's acquisition related costs, insurance, marketing, advertising, computer hardware and software, and amortization of intangible assets, among others. Selling, general, and administrative expenses increased by$41.2 million for the year endedDecember 31, 2022 , compared to the year endedDecember 31, 2021 , primarily due to a$20.2 million increase in stock-based compensation expense driven by the vesting of stock awards, a$6.2 million increase in employee salaries, wages, benefits, and payroll taxes and fees due to increased headcount from Company growth and the Pete's Acquisition and to support operations as a public company, a$5.0 million increase in amortization of intangibles acquired as part of the Pete's Acquisition, a$3.1 million increase in insurance costs, and a$2.3 million increase in professional legal, accounting, and consulting fees.
Convertible Notes Fair Value Adjustment
During 2021, we entered into a series of identical convertible long-term notes with various parties with a face value of$26.1 million that bore interest at 8% with a maturity date ofFebruary 8, 2023 (the "Convertible Notes"). All Convertible Notes were converted into shares of common stock in connection with the business combination of LocalBounti and Leo Holdings III Corp onNovember 19, 2021 . Prior to the conversion of the Convertible Notes into shares of common stock, we measured Convertible Notes at fair value based on significant inputs not observable in the market, resulting in these Convertible Notes being classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of Convertible Notes related to updated assumptions and estimates were recognized as a Convertible Notes fair value adjustment within the results of operations. There was no Convertible Notes fair value adjustment for the year endedDecember 31, 2022 as all the Convertible Notes were converted into shares of common stock in connection with the business combination of LocalBounti and Leo Holdings III Corp onNovember 19, 2021 . Interest Expense, net Interest expense consists primarily of interest expense related to the loans with Cargill Financial and interest recognized per the terms of our financing obligation related to theMontana facility. Interest expense, net increased by$10.1 million for the year endedDecember 31, 2022 , compared to the year endedDecember 31, 2021 . The increase is primarily due to a$26.2 million increase in the principal amount outstanding on the Subordinated Facility and a$98.4 million increase in the principal amount outstanding on the Senior Facility as well as a variable rate increase as compared to the prior year period, which resulted in an additional interest expense, net of interest capitalized, of$10.0 million as compared to the prior year period. Additional interest expense of$2.8 million was incurred from amortization of loan origination fees for the loans with Cargill Financial as compared to the prior year period, and$0.7 million of unamortized debt issuance costs that were written off in 2022 in connection with the First Amendment as described in Note 7, Debt. This increase was offset by a decrease in interest expense of$1.2 million related to a$10.0 million term loan withCargill Financial that was paid off inSeptember 2021 and a decrease of$1.4 million related to our Convertible Notes which were converted into shares of common stock in connection with the business combination of LocalBounti and Leo Holdings III Corp onNovember 19, 2021 . We capitalize interest costs on borrowings during the construction period of major construction projects as part of the cost of the constructed assets. During the year endedDecember 31, 2022 ,$1.2 million of interest expense has been capitalized. No interest was capitalized during the year endedDecember 31, 2021 . 55 --------------------------------------------------------------------------------
Liquidity and Capital Resources
We have incurred losses and generated negative cash flows from operations since our inception. AtDecember 31, 2022 , we had an accumulated deficit of$179.3 million and cash of$24.9 million comprised of$13.7 million of cash and cash equivalents and$11.3 million of restricted cash and cash equivalents used to service our debt with Cargill Financial. As ofDecember 31, 2022 , the principal amount due under our credit facilities with Cargill Financial totaled$140.9 million , none of which is classified as current. These debt agreements contain various financial and non-financial covenants and certain restrictions on our business, which include restrictions on additional indebtedness and material adverse effects, that could cause us to be at risk of default. A failure to comply with the covenants and other provisions of these debt instruments, including any failure to make payments when required, would generally result in events of default under such instruments, which could result in the acceleration of a substantial portion of such indebtedness. The CEA business is capital-intensive. Currently, our primary sources of liquidity are cash on hand, cash flows generated from the sale of our products, and a credit facility with Cargill Financial. Cash expenditures over the next 12 months are expected to include interest payments on debt obligations, general operating costs for employee wages and related benefits, outside services for legal, accounting, IT infrastructure, and costs associated with growing, harvesting and selling our products, such as the purchase of seeds, soil, nutrients and other growing supplies, shipping and fulfillment costs, and facility maintenance costs. We believe that our current cash position, cash flow from operations, the proceeds expected from the sale leaseback transaction (see Note 17, Subsequent Events, in Notes to the Consolidated Financial Statements, in Part II, Item 8 of this Form 10-K) and the borrowing capacity under our credit facility with Cargill Financial are sufficient to fund our basic cash requirements for 12 months from the date of issuance of the Consolidated Financial Statements. Also, while we believe the amendment to the Cargill Financial credit facility provides adequate resources and flexibility to fund our planned construction projects, our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in Item 1A, Risk Factors. In the event that our plans change, or our cash requirements are greater than we anticipate, we may need to curtail operations.
Cargill Loans
InSeptember 2021 , the Company and Cargill Financial entered into the Senior Facility and the Subordinated Facility whereby Cargill Financial agreed to make advances to the Company of up to$150.0 million and$50.0 million , respectively. Subsequent to the First Amendment as described in Note 7, Debt, the aggregate amount of outstanding loans and undrawn commitments under the Senior Facility and the Subordinated Facility was reduced to$127.5 million and$42.5 million , respectively, and the interest rate on the Subordinated Facility increased by 2% to 12.5% per annum and the interest rate on the Senior Facility increased by 2% to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior Facility net leverage ratio). Accrued interest is paid quarterly in arrears on the first business day of each calendar quarter, through the maturity date ofSeptember 3, 2028 . As ofDecember 31, 2022 , a total of$42.5 million and$98.4 million was outstanding on the Subordinated Facility and the Senior Facility, respectively. The Subordinated Facility and the Senior Facility are included in "Long-term debt" on the Consolidated Balance Sheet. We are required to maintain cash on hand to cover upcoming interest payments under the Credit Facilities. This amount totals$11.3 million and is reflected in the Consolidated Balance Sheet as restricted cash and cash equivalents atDecember 31, 2022 .
At
(in thousands) 2023$ 22,376 2024 29,760 2025 32,221 2026 32,221 2027 32,221 Thereafter 152,542 Total$ 301,341 _____________________
(1)Interest is calculated based on a 12.5% interest rate for the Subordinated
Facility and a 13.1% interest rate for the Senior Facility effective as of
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Cash Flow Analysis
A summary of our cash flows from operating, investing and financing activities is presented in the following table:
Year Ended December 31, (in thousands) 2022 2021 Net cash used in operating activities $ (48,808)$ (20,108) Net cash used in investing activities (172,385) (29,666) Net cash provided by financing activities 145,054 150,806
Cash and cash equivalents and restricted cash at beginning of year
101,077 45
Cash and cash equivalents and restricted cash at end of year
$ 101,077
Net cash used in operating activities was$48.8 million for the year endedDecember 31, 2022 due to a net loss of$111.1 million , partially offset by non-cash activities of$39.2 million in stock-based compensation expense,$5.4 million in depreciation expense,$5.0 million in amortization expense,$3.0 million in amortization of debt issuance costs,$2.6 million in loss on disposal of property and equipment, and$5.4 million net increase of cash from changes in assets and liabilities. Net cash used in operating activities was$20.1 million for the year endedDecember 31, 2021 due to a net loss of$56.1 million , partially offset by non-cash activities of$17.9 million in stock-based compensation expense,$5.1 million in fair value adjustments to the Convertible Notes,$1.4 million of interest expense on the Convertible Notes,$0.9 million in debt extinguishment expense,$0.8 million in amortization of debt issuance costs,$0.7 million in depreciation expense, and$9.5 million net increase of cash from changes in assets and liabilities primarily driven by increase in accrued construction expenses related to the Pasco CEA facility.
Net cash used in investing activities was
Net cash used in investing activities was$29.7 million for the year endedDecember 31, 2021 , which was made up of purchases of equipment and other items related to the expansion of the Montana Facility and construction equipment for the Pasco CEA facility.
Net Cash Provided By Financing Activities
Net cash provided by financing activities was$145.1 million for the year endedDecember 31, 2022 , representing$124.6 million in proceeds from the issuance of debt and$23.3 million in proceeds from Private Placement financing (refer to Note 11, Stockholders' Equity (Deficit), of the Consolidated Financial Statements for more information about the Private Placement), which was partially offset by$2.3 million payment of debt issuance costs. Net cash provided by financing activities was$150.8 million for the year endedDecember 31, 2021 , representing$137.5 million in proceeds from the completion of the Business Combination,$26.3 million cash received from the issuance of the Cargill Loans,$26.0 million cash received from the issuance of Convertible Notes, and$3.9 million net proceeds from financing obligations. The increase is offset by$27.3 million cash distribution to Legacy Local Bounti shareholders in connection with the closing of the Business Combination,$10.7 million cash repayment of debt, and the payment of$5.4 million in debt issuance costs. 57 --------------------------------------------------------------------------------
Emerging Growth Company Status
We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and for so long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Recent Accounting Pronouncements
For more information about recent accounting pronouncements, see Note 2, in our Notes to Consolidated Financial Statements included in "Part II, Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
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