You should read the following discussion of our financial condition and results of operations in connection with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the "Annual Report") on March 23, 2021. Additional information regarding the Company is also available in our other reports filed with the Securities and Exchange Commission, which are also available on our investor relations website, investors.marronebio.com, which we also use, together with our corporate Twitter account, @Marronebio, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. We encourage our investors to monitor and review the information we make public in these locations. The information contained in the foregoing locations are not incorporated by reference into this filing, and the Company's references to website URLs are intended to be inactive textual references only.

In addition to historical condensed consolidated financial information, this Quarterly Report on Form 10-Q contains forward-looking statements that reflect our plans, estimates and beliefs. Forward-looking statements are identified by words such as "would", "could", "will", "may", "expect", "believe", "should", "anticipate", "outlook", "if", "future", "intend", "plan", "estimate", "predict", "potential", "targets", "seek" or "continue" or and similar words and phrases, including negatives of these terms or similar words, phases, expressions, or other variations of these terms, that denote future events. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other "forward-looking" information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. For example, forward-looking statements include any statements regarding the strategies, prospects, plans, expectations or objectives of management for future operations, including our plans to expand our business through diversification of our portfolio and strategic acquisition or partnerships and to expand our manufacturing plant, the progress, scope or duration of the development of product candidates or programs, commercialization plans, timelines and potential results, the benefits that may be derived from product candidates or the commercial or market opportunity in any target indication, our anticipated operations, financial position, revenues, costs or expenses, statements regarding future economic conditions or performance, the impact of COVID-19 on our operations and revenues, the potential exercise of Company warrants, statements of belief and any statement of assumptions underlying any of the foregoing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere, including Part II, Item 1A- "Risk Factors," in this Quarterly Report on Form 10-Q, and in Part I-Item 1A-"Risk Factors" of our Annual Report. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.





Overview


We are a growth-oriented agricultural company that supports environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. Our products are sold through distributors and other commercial partners to growers around the world for use in integrated pest management systems that improve efficacy and increase yields while protecting the environment. Our products are often used in conjunction with or as an alternative to other agricultural solutions to control pests and enhance plant nutrition and health.





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Our portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. Our products are used globally, and can be applied as foliar treatments or as seed-and-soil treatments, either on their own or in combination with other agricultural products. We target the major markets that use conventional chemical pesticides and fertilizers where our biological products are used as alternatives for, or mixed with, conventional chemical products. We also target new markets for which there are no available conventional chemical products or, the use of conventional chemical products may not be desirable (including for organically certified crops) or permissible either because of health and environmental concerns or because the development of pest resistance has reduced the efficacy of conventional chemical pesticides. We sell our products through distributors and other commercial partners to growers who use our bioprotection products to manage pests and plant diseases, our plant health products to reduce crop stress and both our plant health and bionutrition products to increase yields and quality.





Business Strategy


We have built a full-service biologicals organization with scope and capabilities across the spectrum of biological products in the market today. Our strategic objective is to capitalize on that position and emerge as the clear leader in the biologicals space with the financial and operational wherewithal to accelerate our path to profitability.

As we look forward, our goal is to leverage our base business, while accelerating our expansion plans and broadening our global reach. We are committed to launching the brand extensions and pipeline products that offer the greatest return on investment for our channel partners and grower customers. We anticipate that synergistic, value-creating acquisitions and partnerships will be part of our strategy. We believe we can continue to tuck in additional product lines as we build a larger commercial presence with a scalable platform.

Our strategy for the current long-term period includes the diversification of our portfolio which includes expanding our reach globally, moving away from having sales concentrated in the United States, ongoing research and development efforts to accelerate the time to market and revenue contributions of our pipeline products, and continued focus on our current operations to continue our growth, profitability and enhance stockholder value.





First Quarter 2021 Highlights


During the first quarter of 2021, we, like all businesses domestically and globally, continued to be impacted by the COVID-19 pandemic but are optimistic at the collectively global efforts to reopen fully in 2021. We are pleased to have continued to service the agricultural industry during this unprecedented environment through our product portfolio offerings. At the same time, we are conserving cash through prudent expense control while serving customers and working to ensure the safety of our employees, customers and partners.

The following are the more significant financial results for the three months ended March 31, 2021:





  ? Revenues increased approximately 14.4% year over year to $11.0 million, from
    $9.7 million for the same period in 2020;

  ? Gross profits increased approximately 25.1% year over year to $7.0 million,
    from $5.6 million for the same period in 2020, and gross margins increased to
    63.1% from 57.7% for the same period in the prior year;

  ? Operating expenses were $10.0 million in the first quarter of 2021, compared
    with $11.2 million in the first quarter of 2020; and

  ? Net loss in the first quarter of 2021 was $3.3 million, compared with a net
    loss of $7.0 million in first quarter of 2020.



Other significant developments for our business during the three months ended March 31, 2021 include the hire of Suping (Sue) Cheung as our Chief Financial Officer, the filing and effectiveness of our $90 million universal shelf registration statement, Grandevo WDG Bioinsecticide being approved for use in New Zealand, and our joining the United Nations Global Compact.





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Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenue, costs and expenses, and any related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the assumptions and estimates associated with estimating revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize, forecast estimated utilized in identifying impairment indicators of long-lived asset, intangibles and goodwill, contingent consideration liabilities and our going concern assessment, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

Key Components of Our Results of Operations





Revenues


Our total revenues were $11.0 million and $9.7 million for the three months ended March 31, 2021 and 2020, respectively. We generate our revenues primarily from product sales, which are principally attributable to sales of our Grandevo, Regalia, UPB-110 ST, and Venerate product lines, but also included sales of out other product families. We believe our revenues may largely be impacted by weather, trade tariffs and other factors that affect commodity prices, natural disasters, infectious diseases and other factors affecting planting and growing seasons and incidence of pests and plant disease, and, accordingly, the decisions by our distributors, direct customers and end users about the types and amounts of pest management and plant health products to purchase and the timing of use of such products. Despite the continued impact of COVID-19, we presently expect revenues to continue to increase year-over-year for the remainder of 2021 in line with historic growth trends, in part due to our expanded seed treatment offerings.





Product Revenues


Product revenues consist of revenues generated primarily from sales to customers, net of rebates and cash discounts. Product revenues constituted 99% of our total revenues for each of the three months ended March 31, 2021 and 2020, respectively. Product revenues in the United States constituted 94% and 86% of our total revenues for the three months ended March 31, 2021 and 2020, respectively. While our first quarter results, reflect our historical trend, primarily driven by product revenues in the U.S. market, in 2021, we expect a larger portion of our business to be driven by international markets with our Pro Farm products and our continued focus on commercialization progress of our products in new countries. Latin America represents one of the geographies we have targeted for international expansion. While we cannot be certain as to the results at this time, with the recent fluctuations in COVID-19 cases in and around that region, our expected product revenues could be negatively impacted.

We currently rely, and expect to continue to rely, on a limited number of customers for a significant portion of our revenues since we sell to highly concentrated, traditional distributor-type customers. While we expect product sales to a limited number of customers to continue to be our primary source of revenues, as we continue to develop our pipeline and introduce new products to the marketplace, we anticipate that our revenue stream will be diversified over a broader product portfolio and customer base, including as a result of our Pro Farm product offerings.





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License Revenues


License revenues generally consist of revenues recognized under our strategic collaboration and distribution agreements for exclusive distribution rights for our commercial product offerings, or for our broader pipeline of products, for certain geographic markets or for market segments that we do not address directly through our internal sales force. Our strategic collaboration and distribution agreements generally outline overall business plans and include payments we receive at signing and for the achievement of certain testing validation, regulatory progress and commercialization events. As these activities and payments are associated with exclusive rights that we provide over the term of the strategic collaboration and distribution agreements, revenues related to the payments received are deferred and recognized as revenues over the term of the exclusive period of the respective agreements. For each of the three months ended March 31, 2021 and 2020, license revenues constituted 1% of total revenues, respectively. As of March 31, 2021, an additional $0.8 million in payments under these agreements can potentially be received if the testing validation, regulatory progress and commercialization events occur.

Cost of Product Revenues and Gross Profit

Cost of product revenues consists principally of the cost of raw materials, including inventory costs and third-party services related to procuring, processing, formulating, packaging and shipping our products. As we have used our Bangor, Michigan manufacturing plant to produce certain of our products, cost of product revenues includes an allocation of operating costs including direct and indirect labor, production supplies, repairs and maintenance, depreciation, utilities and property taxes. The amount of indirect labor and overhead allocated to finished goods is determined on a basis presuming normal capacity utilization. Operating costs incurred in excess of production allocations, considered idle capacity, are expensed to cost of product revenues in the period incurred rather than added to the cost of the finished goods produced. Cost of product revenues may also include charges due to inventory adjustments and reserves. In addition, costs associated with license revenues have been included in cost of product revenues as they have not been significant. Gross profit is the difference between total revenues and cost of product revenues. Gross margin is gross profit expressed as a percentage of total revenues.

We expect to see increases in gross profit over the life cycle of each of our products as gross margins are expected to increase over time as production processes improve, including plans to expand our manufacturing plant, and as we gain efficiencies and increase product yields. While we expect margins to improve on a product-by-product basis, and target annual gross margins in the mid-50% range, our overall gross margins may vary as we introduce new products. In particular, we may experience downward pressure on overall gross margins as we continue to expand sales of our more recent commercially available products including Haven, Stargus, our Jet and Pro Farm products. Gross margin has been and will continue to be affected by a variety of factors, including plant utilization, product manufacturing yields, changes in production processes, new product introductions, product sales mix, sales incentives such as discounts and rebates and average selling prices.

Research, Development and Patent Expenses

Research, development and patent expenses include personnel costs, including salaries, wages, benefits and share-based compensation, related to our research, development and patent and regulatory staff in support of product discovery, development, and support for manufacturing, quality, and regulatory activities. Research, development and patent expenses also include costs incurred for laboratory supplies, field trials and toxicology tests, quality control assessment, consultants and facility and related overhead costs. Our research, development and patent expenses have historically comprised a significant portion of our operating expenses, amounting to $2.5 million and $3.2 million for the three months ended March 31, 2021 and 2020, respectively. We are also seeking collaborations with third parties to develop and commercialize more early stage candidates, on which we have elected not to expend significant resources given our near-term strategic priorities. Since some of our key research, development and patent resource employees are working remotely as a result of COVID-19, and due to some reliance on external suppliers who are also impacted by COVID-19, our expenses may not be at the level they otherwise would be during this period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel costs, including salaries, wages, benefits and share-based compensation, related to our executive, sales, marketing, finance and human resources personnel, as well as professional fees, including legal and accounting fees, and other selling costs incurred related to business development and to building product and brand awareness. We create brand awareness through programs such as speaking at industry events, trade show displays and hosting local-level grower and distributor meetings. In addition, we dedicate significant resources to technical marketing literature, targeted advertising in print and online media, webinars and radio advertising. Costs related to these activities, including travel, are included in selling expenses.





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Outside of operating expenses resulting from our Pro Farm subsidiaries, we generally expect selling, general, and administrative expenses to remain approximately flat in most departments. We continue to build a sales and marketing organization that provides us with a better ability to educate and support customers and for our product development staff to undertake responsibility for technical sales support, field trials and demonstrations to promote sales growth. However, as a result of COVID-19, such efforts have slowed including due to travel restrictions put in place by the Company, current and potential customers, and governmental authorities, which has impacted our ability to engage in sales and marketing efforts physically or perform in person demonstrations. We expect to continue to increase our marketing communications campaigns and put more "boots on the ground", which we believe should increase grower demand, or pull-through, and develop new customers, as well as expand business with existing customers.





Interest Expense


Interest expenses are primarily driven by outstanding debt financing arrangements however not all of our current debt instruments are currently generating interest expenses. See Note 6 and 9 to our condensed consolidated financial statements.





Income Tax Provision



As of the three months ended March 31, 2021 and 2020 the Company recognized $41,000 and $34,000 in income tax provisions for foreign tax purposes, respectively. The effective tax rate (calculated as the ratio of income tax expense to pre-tax income) for the three months ended March 31, 2021 and 2020 was 1.24% and .46%, respectively. The Company does not recognize benefits from tax losses in the United States or for certain Pro Farm subsidiaries.





Results of Operations


The following table sets forth certain statements of operations data as a percentage of total revenues:





                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                     2021            2020
Revenues:
Product                                                  99 %           99 %
License                                                   1              1
Total revenues                                          100            100
Cost of product revenues                                 37             42
Gross profit                                             63             58
Operating Expenses:
Research, development and patent                         23             34
Selling, general and administrative                      68             83
Total operating expenses                                 91            116
Loss from operations                                    (28 )          (59 )
Other income (expense):
Interest expense                                         (4 )           (3 )
Loss on issuance of new warrants                          -            (14 )
Change in fair value of contingent consideration          1              2
Other income (expense), net                               1              2
Total other expense, net                                 (2 )          (14 )
Loss before income taxes                                (30 )          (72 )
Income tax expense                                        -              -
Net loss                                                (30 )%         (73 )%




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Comparison of Three Months Ended March 31, 2021 and 2020





                                       THREE MONTHS ENDED MARCH 31,
                                         2021                 2020
                                          (Dollars in thousands)
              Product revenues      $        10,904       $       9,535
              % of total revenues                99 %                99 %



Product revenues during the three months ended March 31, 2021 and 2020 increased by approximately $1.4 million, or 14.4% to the comparative period in 2020, as a result of higher demand for and sales of our legacy product families, Grandevo, Regalia, and Venerate, each experiencing year over year increases greater than 10%. During the three months ended March 31, 2021, we continued to see greater diversity in sales of our other product offerings and we expect to continue to see overall revenue growth and diversified sales mix as we continue to invest in our sales and marketing efforts, including during periods impacted by COVID-19.





License Revenues



                                       THREE MONTHS ENDED MARCH 31,
                                        2021                  2020
                                          (Dollars in thousands)
              License revenues      $         134         $         115
              % of total revenues               1 %                   1 %



License revenues remained consistent for each of the three months ended March 31, 2021 and 2020, in line with our expectations. Future periods may be impacted positively upon us entering into new or amended collaborative agreements or by up to $0.8 million upon the completion of milestones from previous agreements.

Cost of Product Revenues and Gross Profit





                                          THREE MONTHS ENDED MARCH 31,
                                            2021                2020
                                             (Dollars in thousands)
             Cost of product revenues   $       4,069       $       4,081
             % of total revenues                   37 %                42 %
             Gross profit                       6,969               5,569
                                                 63.1 %              57.7 %



For the three months ended March 31, 2021, cost of product revenues was flat and gross profit increased to 63.1% from 57.7% from the prior comparative period. The primary driver of the margin increase is attributed to overall volume in sales.

Research, Development and Patent Expenses





                                              THREE MONTHS ENDED MARCH 31,
                                                2021                2020
                                                 (Dollars in thousands)
         Research, development and patent   $       2,512       $       3,234
         % of total revenues                           23 %                34 %



Research, development and patent expenses for the three months ended March 31, 2021 decreased by $0.7 million, or 22.3%. For the three months ended March 31, 2020, decreases in consulting fees of $0.2 million, toxicology test costs of $0.1 million, and field testing costs of $0.1 million primarily contributed to the aggregated year over year decrease. Due to some reliance on external suppliers who are also impacted by COVID-19, our expenses may not be at the level they otherwise would be during this period however management cannot determine the direct impact on our operating results.





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Selling, General and Administrative Expenses





                                                  THREE MONTHS ENDED MARCH 31,
                                                    2021                2020
                                                     (Dollars in thousands)
     Selling, general administrative expenses   $       7,483       $       7,993
     % of total revenues                                   68 %                83 %



Selling, general and administrative expenses for the three months ended March 31, 2021 decreased by $0.5 million, or 6.4%. The decrease was primarily due to reductions of $0.1 million in accounting and tax professional services, $0.1 million in advertising and marketing expenses and $0.2 million in travel related expenses in connection with travel restrictions put into place at the start of the COVID-19 pandemic. As a result of COVID-19, our selling, general and administrative expenses may not be at the level they otherwise would be during this period however management cannot determine aside from our travel restriction, the direct impact on our operating results.





Other Expense, Net



                                                      THREE MONTHS ENDED MARCH 31,
                                                       2021                2020
                                                         (Dollars in thousands)
 Interest expense                                          (393 )                (337 )
 Loss on issuance of new warrants                             -                (1,391 )
 Change in fair value of contingent consideration           134                   237
 Other income (expense) net                                  65                   159
                                                    $      (194 )     $        (1,332 )

For the three months ended March 31, 2021 and 2020, respectively, other expense, net, decreased by $1.1 million as compared to the same period in 2020, primarily due to the prior period's losses incurred as a result of our call of outstanding warrants resulting in a 1-for-1 issuance of replacement warrants, offset by the current period change in the fair value of our contingent consideration obligations.

Seasonality and Quarterly Results

The second half of the year is typically a transition period in the agricultural industry, with the harvest of crops completing in certain areas and planting beginning in others. Accordingly, we have increasingly had higher sales during the first half of the year than the second half, and believe this trend will continue. However, the level of seasonality in our business may change due to a number of factors, such as our expansion into new geographical territories, the introduction of new products, the timing of introductions of new products, and the impact of weather and climate change. Further, we expect substantial fluctuation in sales year over year and quarter over quarter as a result of the number of variables on which sales of our products are dependent. Weather conditions, new trade tariffs, natural disasters, outbreaks of infectious diseases (including the current COVID-19 pandemic) and other factors affect planting and growing seasons and incidence of pests and plant disease, and may, accordingly affect decisions by our distributors, direct customers and end users about the types and amounts of pest management and plant health products to purchase and the timing of use of such products. In addition, disruptions that cause delays by growers in harvesting or planting can result in the movement of orders to a future quarter, which would negatively affect the quarter and cause fluctuations in our operating results. Customers also may purchase large quantities of our products in a particular quarter to store and use over long periods of time or time their purchases to manage their inventories, which may cause significant fluctuations in our operating results for a particular quarter or year, and low commodity prices may discourage growers from purchasing our products in an effort to reduce their costs and increase their margins for a growing season.





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Our expense levels are based in part on our expectations regarding future sales. As a result, any shortfall in sales relative to our expectations could cause significant fluctuations in our operating results from quarter to quarter, which could result in uncertainty surrounding our level of earnings and possibly a decrease in our stock price.

Liquidity and Capital Resources

Since our inception, our operations have been financed primarily by net proceeds from public offerings of common stock and private placements of convertible preferred stock, convertible notes and promissory notes, exercise of warrants, and term loans, as well as proceeds from the sale of our products and payments under strategic collaboration and distribution agreements and government grants. As of March 31, 2021, our cash and cash equivalents totaled $18.9 million, and we had an additional $1.6 million of restricted cash that we are contractually obligated to maintain in accordance with a debt agreement with Five Star Bank.

In March 2017, we entered into an invoice purchase agreement with LSQ. Our obligations under the LSQ financing are secured by a lien on substantially all of the Company's personal property; such lien is first priority with respect to our accounts receivable, inventory, and related property. In January 2020, we entered into a second amendment to the invoice purchase agreement, the terms of which included among other terms an increase to $20.0 million of eligible customer invoices to be purchased and simultaneously entered into an addendum to allow us to request that LSQ advance a maximum of $3.0 million of our finished goods inventory. As of March 31, 2021, we had an outstanding balance of $11.7 million in secured borrowings.

In April 2020, we entered into a warrant exchange agreement (the "Warrant Exchange Agreement") with a group of historical investors (the "Investors"). Pursuant to the Warrant Exchange Agreement, the Investors have exchanged certain previously issued and outstanding warrants to purchase an aggregate of up to 45,977,809 shares of our common stock, for new warrants (the "April 2020 Warrants") to purchase an aggregate of up to 29,881,855 shares of our common stock (the "Warrant Shares").

The April 2020 Warrants all have an exercise price of $0.75 per share, and expire in five tranches. As of March 31, 2021, a total of 24,995,845 Warrant Shares were exercised prior to their expiration dates. The next warrant expiration date is December 15, 2021 with respect to the remaining 4,885,317 Warrant Shares. The total aggregate exercise price of all future April 2020 Warrants is approximately $3.7 million. There can be no assurance that the Investors will exercise the remainder of the April 2020 Warrants prior to their expiration. (Refer to Note 7 of our condensed consolidated financial statements).

In December 2020, we entered into an amendment (the "Warrant Amendment") to a previously outstanding warrant to purchase 5,333,333 shares of our common stock issued to a historical warrant holder on February 5, 2018. Pursuant to the Warrant Amendment, in exchange for the holder's agreement to exercise the warrant on December 29, 2020 with respect to 1,777,778 shares at the warrant's then-applicable exercise price of $0.96 per share we agreed to partially extend the warrant's expiration date by allowing the holder to exercise (i) 1,777,778 of the subject shares at $1.00 per share by March 25, 2021, and (ii) the remaining 1,777,777 shares at $1.04 per share by December 15, 2021. As of March 31, 2021, 3,555,556 shares under the Amended Warrant were exercised, leaving 1,777,777 of the Amended Warrants remaining with an expiration date of December 15, 2021. The total aggregate exercise price of the remaining tranche is approximately $1.8 million. There can be no assurance that the holder will exercise the remainder of the warrants prior to its expiration date. (Refer to Note 7 of our condensed consolidated financial statements)

On February 8, 2021, we filed a universal "shelf" registration statement on Form S-3 with the U.S. Securities and Exchange Commission ("SEC") which has since been declared effective by the SEC. Under the shelf registration statement, we may offer and sell, from time to time over a three-year period, various securities in an aggregate amount of up to $90 million.

As of March 31, 2021 debt outstanding includes $3.4 million and $7.3 million due to related parties, in principal and accrued interest with a maturity date of December 31, 2022. To the extent that debt is not restructured, extended, converted or otherwise amended, we will be required to repay these debts along with our general operating expenses in that period.





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As of March 31, 2021, we were out of compliance with certain covenant requirements under our June 2014 Secured Promissory Note. However, the lender, Five Star Bank, has waived its right to deem recurring losses, liquidity, going concern, and financial condition as material adverse changes through May 31, 2022. Thereafter, unless the lender further extends its waiver a material adverse change clause could be triggered and the entire unpaid principal and interest balances would be due and payable upon demand as well as trigger certain covenants under each of our other debt agreements (Refer to Note 6 of our condensed consolidated financial statements).

Since our inception, we have incurred significant net losses, and we expect to incur additional losses related to the continued development and expansion of our business. However, we believe that our existing cash and cash equivalents of $18.9 million as of March 31, 2021, expected revenues, and cost management as well as cost reductions will be sufficient to fund operations as currently planned through one year from the date of the issuance of our accompanying condensed consolidated financial statements. Changes in our current plans, or slower than expected adoption of our products may require that we secure additional sources through equity and/or debt financings, or through other sources of financing, which we cannot predict, with certainty, will be based on terms acceptable to us or at all. We may also require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote our commercially available products, advance product candidates, expand international presence and commercialization, general capital expenditures and satisfaction of debt obligations which are not currently planned.





We had the following debt arrangements in place as of March 31, 2021 (dollars in
thousands):



                                               BALANCE (INCLUDING
                          STATED ANNUAL             ACCRUED
DESCRIPTION               INTEREST RATE            INTEREST)              PAYMENT/MATURITY
                                                                      Due December 31, 2022
Promissory Notes (1)                  8.00 %   $            3,081     (5)
Promissory Note (2)                   5.25 %                7,322     Monthly/June 2036
Promissory Notes (3)                  8.00 %                6,599     Due December 31, 2022(5)
Secured Borrowing (4)                12.78 %                  576     Varies(6)/May 2021
Loan Facility                         1.00 %                  271     Proportionately each
                                                                      September 2022, 2023,
                                                                      2024, 2025



See Notes 6 and 9 of the condensed consolidated financial statements for each of the following debt arrangements:

(1) "-October 2012 and April 2013 Secured Promissory Notes."

(2) "-June 2014 Secured Promissory Note."

(3) "-August 2015 Senior Secured Promissory Notes."

(4) "-LSQ Financing."

(5) In February 2018, the maturity date and all interest payments were extended to December 2022

(6) Payable through the lender's direct collection of certain accounts receivable through May 2021.

We may continue to require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote its commercially available products, advance product candidates, expand international presence and commercialization, general capital expenditures and satisfaction of debt obligations. We may seek additional capital through debt financings, collaborative or other funding arrangements with partners, or through other sources of financing. If we seek additional financing from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to scale back or to discontinue the promotion of currently available products, scale back or discontinue the advancement of product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity, or cease operations.





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The following table sets forth a summary of our cash flows for the periods
indicated (in thousands):



                                                      MARCH 31,           MARCH 31,
                                                        2021                2020

Net cash used in operating activities              $        (5,017 )   $        (6,292 )
Net cash used in investing activities                         (869 )              (673 )
Net cash provided in financing activities                    8,968              10,833
Net increase in cash, cash equivalents, and
restricted cash                                              3,082               3,868



Cash Flows from Operating Activities

Net cash used in operating activities of $5.0 million during the three months ended March 31, 2021 primarily resulted from our net loss of $3.3 million and cash used in operating assets and liabilities of $3.6 million. This use was partially offset by non-cash charges of $1.8 million consisting of $0.9 million of depreciation and amortization, $0.9 million of share-based compensation expense, $0.2 million of amortization of right of use assets, and $0.1 million in changes to the Company's contingent consideration in connection with the Pro Farm acquisition.

Net cash used in operating activities of $6.3 million during the three months ended March 31, 2020 primarily resulted from our net loss of $7.1 million and cash used in operating assets and liabilities of $2.5 million. This use was partially offset by non-cash charges of $3.2 million consisting of $1.4 million related to loss on issuance of new warrant in connection with our call of the exercise of 6,000,000 shares under outstanding warrants, $0.9 million of depreciation and amortization, $0.9 million of share-based compensation expense, and $0.2 million of amortization of right-of-use assets, offset by $0.2 million in changes to the Company's contingent consideration in connection with the Pro Farm acquisition.

Cash Flows from Investing Activities

Net cash used in investing activities were $0.9 million during the three months ended March 31, 2021. Cash flow from investing included $0.8 million consideration payments in connection with the purchase of the Jet-Ag and Jet-Oxide product lines with the remainder a result of purchases of property, plant and equipment to support our operations.

Other than as a result of purchases of property, plant and equipment to support our operations, the company made the first of a number of contingent payments in the amount of $0.5 million in connection with the purchase of the Jet-Ag product lines for the three-month period ended March 31, 2020.

Cash Flows from Financing Activities

Net cash provided in financing activities of $9.0 million during the three months ended March 31, 2021 consisted primarily of $2.7 million in net proceeds from of secured borrowing and debt, $6.2 million related to the exercise of warrants and $0.1 million in proceeds from employee equity related instruments. (Refer to Note 7 of our condensed consolidated financial statements)

Net cash provided in financing activities of $10.8 million during the three months ended March 31, 2020 consisted primarily of $5 million in net reductions and repayment of debt, $5.9 million related to the exercise of previously outstanding warrants, net of registration costs and $0.1 million in proceeds from employee equity related instruments.

Recently Issued Accounting Pronouncements

See Note 2 of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q in Part I-Item 1- "Financial Information."

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