Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Exhibit Number
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Description
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Unaudited
pro forma condensed consolidated financial
information.
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CHROMADEX CORPORATION
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Dated:
September 6, 2017
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By:
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/s/
Thomas C. Varvaro
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Name:
Thomas C. Varvaro
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Chief
Financial Officer
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ChromaDex
Corporation and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Balance Sheet |
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(in
thousands)
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As of July 1, 2017
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Historical
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Disposal
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Pro
Forma
Adjustments
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Notes
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Pro
Forma
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Assets
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Current
Assets
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Cash
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$14,139
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$6,550
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(A)
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$20,689
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Trade
receivables, net of allowances
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4,579
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4,579
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Inventories
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7,794
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7,794
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Prepaid
expenses and other assets
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865
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(19)
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846
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Total current assets
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27,377
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(19)
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6,550
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33,908
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Leasehold
Improvements and Equipment, net
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3,373
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(1,473)
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(B)
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1,900
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Deposits
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402
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(20)
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382
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Intangible
assets, net
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1,768
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1,768
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Other
receivables
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-
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950
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(A)
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950
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Total assets
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$32,920
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$(1,512)
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$7,500
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$38,908
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Liabilities and Stockholders' Equity
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Current
Liabilities
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Accounts
payable
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$3,132
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$700
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(C)
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$3,832
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Accrued
expenses
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2,111
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2,111
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Current
maturities of capital lease obligations
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299
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299
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Customer
deposits and other
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504
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504
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Deferred
rent, current
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114
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(33)
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81
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Due
to officer
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100
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100
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Total current liabilities
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6,260
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(33)
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700
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6,927
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Capital
lease obligations, less current maturities
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393
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393
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Deferred
rent, less current
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548
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(184)
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364
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Total liabilities
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7,201
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(217)
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700
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7,684
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Commitments
and contingencies
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Stockholders'
Equity
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Common
stock, $.001 par value
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45
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45
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Additional
paid-in capital
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75,590
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75,590
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Accumulated
deficit
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(49,916)
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5,505
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(C)
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(44,411)
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Total stockholders' equity
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25,719
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-
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5,505
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31,224
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Total liabilities and stockholders' equity
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$32,920
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$(217)
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$6,205
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$38,908
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ChromaDex Corporation and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statements of
Operations
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(in
thousands, except for per share amounts)
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For the Six Month Period Ended July 1, 2017
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Historical
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Disposal
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Pro
Forma Adjustments
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Pro
Forma
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Sales,
net
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$9,756
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$(2,170)
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$7,586
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Cost
of sales
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5,741
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(1,882)
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3,859
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Gross profit
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4,015
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(288)
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-
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3,727
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Operating
expenses:
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Sales
and marketing
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1,324
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(369)
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955
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Research
and development
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1,514
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-
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1,514
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General
and administrative
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5,041
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(106)
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4,935
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Other
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746
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-
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746
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Operating expenses
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8,625
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(475)
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-
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8,150
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Operating loss
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(4,610)
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187
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-
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(4,423)
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Nonoperating
expense:
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Interest
expense, net
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(83)
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19
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(64)
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Nonoperating expenses
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(83)
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19
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-
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(64)
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Net loss
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$(4,693)
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$206
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$-
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$(4,487)
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Basic
and diluted loss per common share
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$(0.12)
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$0.01
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$-
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$(0.11)
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Basic
weighted average common shares outstanding
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40,076
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40,076
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40,076
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40,076
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ChromaDex Corporation and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statements of
Operations
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(in
thousands, except for per share amounts)
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For the Year Ended December 31, 2016
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Historical
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Disposal
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Pro
Forma Adjustments
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Pro
Forma
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Sales,
net
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$26,811
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$(5,146)
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$21,665
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Cost
of sales
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14,890
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(3,616)
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11,274
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Gross profit
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11,921
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(1,530)
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-
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10,391
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Operating
expenses:
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Sales
and marketing
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2,250
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(692)
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1,558
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Research
and development
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2,523
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-
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2,523
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General
and administrative
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9,393
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(179)
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9,214
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Operating expenses
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14,166
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(871)
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-
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13,295
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Operating income (loss)
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(2,245)
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(659)
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-
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(2,904)
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Nonoperating
expense:
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Interest
expense, net
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(370)
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36
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(334)
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Loss
on debt extinguishment
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(313)
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-
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(313)
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Nonoperating expenses
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(683)
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36
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-
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(647)
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Net income (loss)
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$(2,928)
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$(623)
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$-
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$(3,551)
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Basic
and diluted loss per common share
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$(0.08)
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$(0.02)
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$-
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$(0.10)
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Basic
weighted average common shares outstanding
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37,294
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37,294
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37,294
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37,294
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ChromaDex Corporation and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statements of
Operations
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(in
thousands, except for per share amounts)
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For the Year Ended January 2, 2016
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Historical
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Disposal
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Pro
Forma Adjustments
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Pro
Forma
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Sales,
net
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$22,014
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$(4,129)
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$17,885
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Cost
of sales
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13,533
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(3,183)
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10,350
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Gross profit
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8,481
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(946)
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-
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7,535
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Operating
expenses:
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Sales
and marketing
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2,327
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(819)
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1,508
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Research
and development
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892
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-
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892
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General
and administrative
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7,416
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(215)
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7,201
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Operating expenses
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10,635
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(1,034)
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-
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9,601
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Operating loss
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(2,154)
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88
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-
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(2,066)
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Nonoperating
expense:
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Interest
expense, net
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(613)
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46
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(567)
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Nonoperating expenses
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(613)
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46
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-
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(567)
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Loss
before income taxes
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(2,767)
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134
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-
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(2,633)
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Provision
for income taxes
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(4)
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-
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-
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(4)
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Net loss
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$(2,771)
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$134
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$-
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$(2,637)
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Basic
and diluted loss per common share
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$(0.08)
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$0.00
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$-
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$(0.07)
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Basic
weighted average common shares outstanding
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35,877
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35,877
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35,877
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35,877
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ChromaDex Corporation and Subsidiaries
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Unaudited Pro Forma Condensed Consolidated Statements of
Operations
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(in
thousands, except for per share amounts)
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For the Year Ended January 3, 2015
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Historical
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Disposal
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Pro
Forma Adjustments
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Pro
Forma
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Sales,
net
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$15,313
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$(3,452)
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$11,861
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Cost
of sales
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9,987
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(3,132)
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6,855
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Gross profit
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5,326
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(320)
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-
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5,006
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Operating
expenses:
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Sales
and marketing
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2,136
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(654)
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1,482
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Research
and development
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514
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-
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514
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General
and administrative
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7,861
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(212)
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7,649
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Loss
from investment in affiliate
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46
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-
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46
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Operating expenses
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10,557
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(866)
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-
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9,691
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Operating loss
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(5,231)
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546
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-
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(4,685)
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Nonoperating
expense:
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Interest
expense, net
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(157)
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33
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(124)
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Nonoperating expenses
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(157)
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33
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-
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(124)
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Net loss
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$(5,388)
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$579
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$-
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$(4,809)
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Basic
and diluted loss per common share
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$(0.15)
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$0.02
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$-
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$(0.14)
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Basic
weighted average common shares outstanding
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35,486
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35,486
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35,486
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35,486
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Cash payment upon
closing of sale
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$6,550
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Other cash payment
to be held in escrow to satisfy any indemnification
claims
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950
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Additional earnout
payment up to $1.0 million *
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-
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Total
consideration
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$7,500
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Leasehold
improvements and equipment
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$3,477
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Less accumulated
depreciation
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(2,004)
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Leasehold
improvements and equipment, net
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$1,473
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Total
consideration
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$7,500
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Net assets
sold
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(1,295)
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Estimated
transaction costs, legal and other
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(700)
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Gain from
disposal
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$5,505
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