The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed on March 7, 2023.

Overview

We believe that we are a distinctive brand in the field of land-based aquaculture, leveraging decades of technology expertise to deliver innovative solutions that address food insecurity and climate change issues, while improving efficiency and sustainability. We provide fresh Atlantic salmon to nearby markets by raising our fish in carefully monitored land-based fish farms through a safe, secure and sustainable process. Our land-based Recirculating Aquaculture System farms, located in Indiana in the United States and Prince Edward Island in Canada, are close to key consumption markets and are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. We are raising nutritious salmon that is free of antibiotics and other contaminants and provides a solution with a reduced carbon footprint without the risk of pollution to marine ecosystems as compared to traditional sea-cage farming. Our primary product is our GE Atlantic salmon, which received FDA approval in 2015 as the first genetically engineered animal available for sale for human consumption. We commenced commercial activities in 2021 with operations in the United States and Canada. We are actively engaged in genetic, genomic, fish health and fish nutrition research, which drive continuous improvement in our operations and may lead to new, disruptive technologies and products that could further expand our competitive offerings.

COVID-19

Although the COVID-19 pandemic has diminished in the United States and other parts of the world as vaccines have become more readily available, supply chain disruptions that began during the pandemic continue to impact pricing and material availability. We have experienced delays and cost increases in capital projects and continue to experience extended lead times on equipment purchases.

Inflation

Recently elevated global inflation rates continue to impact all areas of our business. We are experiencing higher costs for farming supplies, transportation costs, wage rates, and other direct operating expenses. Additionally, inflation has impacted the cost estimates for our Ohio farm project, which is expected to be in the range of $375 million to $395 million. We expect inflation to continue to negatively impact our results of operations for the near-term.

Revenue

We currently generate product revenue through the sales of our GE Atlantic salmon, conventional Atlantic salmon eggs and fry, and salmon byproducts. We measure our harvest volume of GE Atlantic salmon in terms of metric tons ("mt") of live weight taken out of the water. We expect revenues to grow modestly in 2023. We believe that our future revenues will depend upon the number and capacity of grow-out farms we have in operation and the market acceptance we achieve.

Product Costs

Product costs include the labor and related costs to grow out our fish, including feed, oxygen, and other direct costs; overhead; and the cost to process and ship our products to customers. A portion of production costs is absorbed into inventory as fish in process to the extent that these costs do not exceed the net realizable value of the fish biomass. The costs that are not absorbed into inventory, as well as any net realizable value inventory adjustments, are classified as product costs. Our product costs also include the labor and related costs to maintain our salmon broodstock.

Sales and Marketing Expenses

Our sales and marketing expenses currently include salaries and related costs for our sales personnel and consulting fees for market-related activities. We expect our sales and marketing expenses to increase as our production output and revenues grow.


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Research and Development Expenses

We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:

?salaries and related overhead expenses for personnel in research and development functions;

?fees paid to contract research organizations and consultants who perform research for us;

?costs related to laboratory supplies used in our research and development efforts; and

?costs related to the operation of our field trials.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for employees in executive, corporate, and finance functions. Other significant general and administrative expenses include corporate governance and public company costs, regulatory affairs, rent and utilities, insurance, and legal services.

Other Expense

Interest expense includes the interest on our outstanding loans and the amortization of debt issuance costs. Other income includes interest income, less bank charges, fees, miscellaneous gains or losses on asset disposals and realized gains or losses on investments.

Results of Operations

Comparison of the three months ended March 31, 2023, to the three months ended March 31, 2022

The following table summarizes our results of operations for the three months ended March 31, 2023 and 2022, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):



                               Three Months Ended
                                   March 31,           Dollar    %
                              2023             2022    Change  Change
                                    (unaudited)
Product revenue            $       398        $   963   (565)   (59)%
Operating expenses:
Product costs                    3,559          3,276     283      9%
Sales and marketing                198            248    (50)   (20)%
Research and development           123            167    (44)   (26)%
General and administrative       3,001          2,376     625     26%
Operating loss                   6,483          5,104   1,379     27%
Other expense                        3              8     (5)   (63)%
Net loss                   $     6,486        $ 5,112   1,374     27%


Product Revenue

                                        Three Months Ended
                                            ?March 31,                      %
                                      2023                2022    Change  Change
                                             (unaudited)

Harvest of GE Atlantic salmon (mt)          66              133     (67)   (50)%
Product revenue
GE Atlantic salmon revenue         $       392            $ 921 $  (529)   (57)%
Non-GE Atlantic salmon revenue               2               42     (40)   (95)%
Other revenue                                4                -        4      -%
Total product revenue              $       398            $ 963 $  (565)   (59)%

The decrease in revenue during the current period was due primarily to a combination of a decrease in harvest volume at our Indiana farm, as we continue to make repairs to its processing building, and the transition of our Rollo Bay farm from production grow-out to broodstock maintenance. Additionally, sales of conventional eggs and fry from the Rollo Bay farm were lower in the current period due to the timing of shipments. We expect revenues for the remainder of 2023 to grow slowly as the Indiana farm repairs are completed, and to be impacted by normal seasonal demand and fluctuating market prices.


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Product Costs

Product costs for the three months ended March 31, 2023, were up from the corresponding period in 2022, due to a higher level of biomass at the Indiana farm as a result of the current harvesting limitations. Total product costs were higher in the current period due to headcount additions, feed costs, repairs and other direct supplies.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended March 31, 2023, were down from the corresponding period in 2022 due to decreases in marketing programs.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2023, were down from the corresponding period in 2022 primarily due to the receipt of provincial government grant funds in support of local hiring. Gross research and development expenses for the current period, excluding the grant funds were $219 thousand versus $178 thousand in the corresponding period in 2022.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2023, were up from the corresponding period in 2022 due to an increase in state excise tax liabilities, legal fees and personnel costs.

Total Other Expense

Total other expense is comprised of interest on debt and bank charges, less interest income for the three months ended March 31, 2023 and 2022.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods set forth below (in thousands):



                                          Three Months Ended
                                              ?March 31,         Dollar     %
                                           2023        2022      Change   Change
                                              (unaudited)
Net cash (used in) provided by:
Operating activities                    $  (6,142)  $  (5,326)     (816)     15%
Investing activities                      (22,935)     (7,468)  (15,467)    207%
Financing activities                           215       (159)       374  (235)%
Effect of exchange rate changes on cash          -           8       (8)  (100)%
Net decrease in cash                    $ (28,862)  $ (12,945)  (15,917)    123%

Cash Flows from Operating Activities

Net cash used in operating activities during the three months ended March 31, 2023 was primarily comprised of our $6.5 million net loss, offset by non-cash depreciation and stock compensation charges of $728 thousand and increased by working capital uses of $388 thousand. Net cash used in operating activities during the three months ended March 31, 2022 was primarily comprised of our $5.1 million net loss, offset by non-cash depreciation and stock compensation charges of $702 thousand and increased by working capital uses of $921 thousand.

Spending on operations increased in the current period due to increases in state excise tax liabilities, compensation costs and production activities at our Indiana farm site. Cash used by working capital increased in the current period due to increases in inventory and prepaid expenses and a decrease in accounts payable and accrued expenses.

Cash Flows from Investing Activities

During the three months ended March 31, 2023, we used $22.9 million for construction activities at our farm sites and the purchase of equipment. During the same period in 2022, we used $5.8 million for construction activities at our farm sites and the purchase of


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equipment, and $1.7 million on net marketable securities purchases. We expect expenditures on capital projects to increase in future periods as we continue construction of our Ohio farm.

Cash Flows from Financing Activities

During the three months ended March 31, 2023, we received $394 thousand from new debt and made $179 thousand in debt repayments. During the same period in 2022, we made a $159 thousand in debt repayments.

Future Capital Requirements

We have $73.8 million in cash and cash equivalents, and restricted cash as of March 31, 2023. Our plans include the continued construction of a 10,000 metric ton salmon farm in Ohio at a total project cost that is estimated to be between $375 million and $395 million, of which $99 million has been expended as of March 31, 2023. We plan to use cash-on-hand and debt financing to fund the remaining construction of our Ohio farm. While we have committed a significant amount of our current cash to fund a portion of the project, if necessary, we can utilize that cash for working capital purposes, and therefore we believe we have sufficient cash to meet our requirements for at least the next twelve months from the filing date of these condensed consolidated financial statements.

In 2020, we entered into a term loan agreement with First Farmers Bank and Trust in the amount of $4 million, which is secured by the assets of our Indiana subsidiary and a corporate guarantee. The agreement contains certain financial and non-financial covenants, which if not met, could result in an event of default pursuant to the terms of the loan. At March 31, 2023, the Indiana subsidiary was in compliance with its loan covenants.

Until such time, if ever, as we can generate positive operating cash flows, we may finance our cash needs through a combination of equity offerings, debt financings, government or other third-party funding, strategic alliances, and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of holders of our common stock will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through government or other third-party funding; marketing and distribution arrangements; or other collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

If we are unable to generate additional funds in the future through financings, sales of our products, government grants, loans, or from other sources or transactions, we will exhaust our resources and will be unable to maintain our currently planned operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

Critical Accounting Policies and Estimates

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value 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.

There have been no material changes to these estimates, or the policies related to them, during the three months ended March 31, 2023. For a full discussion of these estimates and policies, see "Critical Accounting Policies and Estimates" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.

Smaller Reporting Company Status

We are a "smaller reporting company," meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.


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As a smaller reporting company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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