Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40125 | |
Entity Registrant Name | Local Bounti Corporation/DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1584830 | |
Entity Address, Address Line One | 400 W. Main St. | |
Entity Address, City or Town | Hamilton, | |
Entity Address, State or Province | MT | |
Entity Address, Postal Zip Code | 59840 | |
City Area Code | (800) | |
Local Phone Number | 640-4016 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 103,675,971 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001840780 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value of $0.0001 per share | |
Trading Symbol | LOCL | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | LOCL WS | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 4,227 | $ 96,661 |
Restricted cash and cash equivalents | 19,754 | 4,416 |
Accounts receivable, net | 2,221 | 110 |
Inventory, net | 3,777 | 922 |
Prepaid expenses and other current assets | 3,303 | 3,399 |
Total current assets | 33,282 | 105,508 |
Property and equipment, net | 140,363 | 37,350 |
Operating lease right-of-use assets | 156 | 55 |
Goodwill | 38,476 | 0 |
Intangible assets, net | 48,949 | 0 |
Other assets | 903 | 1,017 |
Total assets | 262,129 | 143,930 |
Current liabilities | ||
Accounts payable | 8,099 | 1,920 |
Accrued liabilities | 6,712 | 16,020 |
Operating lease liabilities | 63 | 28 |
Total current liabilities | 14,874 | 17,968 |
Long-term debt | 113,584 | 11,199 |
Financing obligation | 14,241 | 13,070 |
Operating lease liabilities, noncurrent | 84 | 10 |
Total liabilities | 142,783 | 42,247 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.0001 par value, 400,000,000 shares authorized, 94,330,198 and 86,344,881 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 9 | 9 |
Additional paid-in capital | 272,118 | 169,916 |
Accumulated deficit | (152,781) | (68,242) |
Total stockholders' equity | 119,346 | 101,683 |
Total liabilities and stockholders' equity | $ 262,129 | $ 143,930 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 86,344,881 | |
Common stock, shares outstanding (in shares) | 86,344,881 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Sales | $ 6,285 | $ 159 | $ 12,836 | $ 324 | |
Cost of goods sold | [1],[2],[3] | 5,015 | 155 | 11,535 | 281 |
Gross profit | 1,270 | 4 | 1,301 | 43 | |
Operating expenses: | |||||
Research and development | [1],[2] | 3,019 | 1,418 | 8,933 | 2,573 |
Selling, general and administrative | [1],[2] | 20,239 | 4,269 | 64,741 | 15,525 |
Total operating expenses | 23,258 | 5,687 | 73,674 | 18,098 | |
Loss from operations | (21,988) | (5,683) | (72,373) | (18,055) | |
Other income (expense): | |||||
Management fee income | 38 | 18 | 96 | 62 | |
Convertible Notes fair value adjustment | 0 | (2,083) | 0 | (5,067) | |
Interest expense, net | (5,154) | (3,079) | (12,262) | (4,752) | |
Other income and expense | 0 | (7) | 0 | (10) | |
Net loss | $ (27,104) | $ (10,834) | $ (84,539) | $ (27,822) | |
Net loss applicable to common stockholders per basic common share: | |||||
Basic (in dollars per share) | $ (0.30) | $ (0.22) | $ (0.98) | $ (0.57) | |
Diluted (in dollars per share) | $ (0.30) | $ (0.22) | $ (0.98) | $ (0.57) | |
Weighted average common shares outstanding: | |||||
Basic (in shares) | 89,245,019 | 49,131,555 | 86,318,432 | 49,131,555 | |
Diluted (in shares) | 89,245,019 | 49,131,555 | 86,318,432 | 49,131,555 | |
[1]Amounts include depreciation and amortization as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 921 $ 12 $ 1,874 $ 32 Research and development 229 113 760 328 Selling, general and administrative 1,757 17 4,195 32 Total depreciation and amortization $ 2,907 $ 142 $ 6,829 $ 392 Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 29 $ — $ 81 $ — Research and development 419 — 1,389 — Selling, general and administrative 10,459 — 32,146 4,942 Total stock-based compensation expense $ 10,907 $ — $ 33,616 $ 4,942 Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ — $ — $ 1,042 $ — Total business combination fair value basis adjustment to inventory $ — $ — $ 1,042 $ — |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock Voting Common Stock | Common Stock Non-Voting Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 58,076,019 | 8,944,465 | |||
Beginning balance at Dec. 31, 2020 | $ (2,571) | $ 1 | $ 0 | $ 9,577 | $ (12,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 2,086,829 | ||||
Stock-based compensation | 4,942 | 4,942 | |||
Net loss | (9,398) | (9,398) | |||
Ending balance (in shares) at Mar. 31, 2021 | 58,076,019 | 11,031,294 | |||
Ending balance at Mar. 31, 2021 | (7,027) | $ 1 | $ 0 | 14,519 | (21,547) |
Beginning balance (in shares) at Dec. 31, 2020 | 58,076,019 | 8,944,465 | |||
Beginning balance at Dec. 31, 2020 | (2,571) | $ 1 | $ 0 | 9,577 | (12,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for debt modification | 0 | ||||
Net loss | (27,822) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 58,076,019 | 11,031,294 | |||
Ending balance at Sep. 30, 2021 | (25,451) | $ 1 | $ 0 | 14,519 | (39,971) |
Beginning balance (in shares) at Mar. 31, 2021 | 58,076,019 | 11,031,294 | |||
Beginning balance at Mar. 31, 2021 | (7,027) | $ 1 | $ 0 | 14,519 | (21,547) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (7,590) | (7,590) | |||
Ending balance (in shares) at Jun. 30, 2021 | 58,076,019 | 11,031,294 | |||
Ending balance at Jun. 30, 2021 | (14,617) | $ 1 | $ 0 | 14,519 | (29,137) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,834) | (10,834) | |||
Ending balance (in shares) at Sep. 30, 2021 | 58,076,019 | 11,031,294 | |||
Ending balance at Sep. 30, 2021 | (25,451) | $ 1 | $ 0 | 14,519 | (39,971) |
Beginning balance (in shares) at Dec. 31, 2021 | 86,344,881 | 0 | |||
Beginning balance at Dec. 31, 2021 | 101,683 | $ 9 | $ 0 | 169,916 | (68,242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units, net (in shares) | 120,876 | ||||
Stock-based compensation | 11,042 | 11,042 | |||
Net loss | (25,772) | (25,772) | |||
Ending balance (in shares) at Mar. 31, 2022 | 86,465,757 | 0 | |||
Ending balance at Mar. 31, 2022 | 86,953 | $ 9 | $ 0 | 180,958 | (94,014) |
Beginning balance (in shares) at Dec. 31, 2021 | 86,344,881 | 0 | |||
Beginning balance at Dec. 31, 2021 | 101,683 | $ 9 | $ 0 | 169,916 | (68,242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for debt modification | 17,416 | ||||
Net loss | (84,539) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 94,330,198 | 0 | |||
Ending balance at Sep. 30, 2022 | 119,346 | $ 9 | $ 0 | 272,118 | (152,781) |
Beginning balance (in shares) at Mar. 31, 2022 | 86,465,757 | 0 | |||
Beginning balance at Mar. 31, 2022 | 86,953 | $ 9 | $ 0 | 180,958 | (94,014) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for business combination (in shares) | 5,654,600 | ||||
Issuance of common stock for business combination | 50,948 | 50,948 | |||
Issuance of common stock for debt modification (in shares) | 1,932,931 | ||||
Issuance of common stock for debt modification | 17,416 | 17,416 | |||
Issuance of common stock upon exercise of warrants (in shares) | 10 | ||||
Vesting of restricted stock units, net (in shares) | 115,166 | ||||
Stock-based compensation | 11,783 | 11,783 | |||
Net loss | (31,663) | (31,663) | |||
Ending balance (in shares) at Jun. 30, 2022 | 94,168,464 | 0 | |||
Ending balance at Jun. 30, 2022 | 135,437 | $ 9 | $ 0 | 261,105 | (125,677) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units, net (in shares) | 161,734 | ||||
Stock-based compensation | 11,013 | 11,013 | |||
Net loss | (27,104) | (27,104) | |||
Ending balance (in shares) at Sep. 30, 2022 | 94,330,198 | 0 | |||
Ending balance at Sep. 30, 2022 | $ 119,346 | $ 9 | $ 0 | $ 272,118 | $ (152,781) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net loss | $ (84,539) | $ (27,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,477 | 392 |
Amortization of intangible assets | 3,352 | 0 |
Stock-based compensation expense | 33,616 | 4,942 |
Bad debt allowance | 11 | 4 |
Inventory valuation allowance | 323 | (17) |
Loss on disposal of property and equipment | 252 | 0 |
Change in fair value - Convertible Notes | 0 | 5,067 |
Change in fair value - Warrant | 0 | 10 |
Amortization of debt issuance costs | 2,791 | 1,721 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (68) | (85) |
Inventory | 2 | (370) |
Prepaid expenses and other current assets | 976 | (5,110) |
Other assets | 2,326 | 115 |
Accounts payable | 5,114 | 1,673 |
Operating lease liabilities | 6 | 0 |
Accrued liabilities | (4,849) | 4,200 |
Net cash used in operating activities | (37,210) | (15,280) |
Investing Activities: | ||
Purchases of property and equipment | (40,863) | (14,193) |
Asset acquisition | (25,813) | 0 |
Business combination, net of cash acquired | (90,552) | 0 |
Net cash used in investing activities | (157,228) | (14,193) |
Financing Activities: | ||
Proceeds from issuance of Convertible Notes, net | 0 | 26,000 |
Proceeds from financing obligations | 333 | 3,529 |
Proceeds from issuance of debt | 119,351 | 26,793 |
Payment of debt issuance costs | (2,342) | (1,448) |
Repayment of debt | 0 | (10,654) |
Net cash provided by financing activities | 117,342 | 44,220 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (77,096) | 14,747 |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 101,077 | 45 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 23,981 | 14,792 |
Reconciliation of cash, cash equivalents, and restricted cash from the Unaudited Condensed Consolidated Balance Sheets to the Unaudited Condensed Consolidated Statements of Cash Flows | ||
Cash and cash equivalents | 4,227 | 10,376 |
Restricted cash and cash equivalents | 19,754 | 4,416 |
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Condensed Consolidated Statements of Cash Flows | 23,981 | 14,792 |
Non-cash investing and financing activities: | ||
Right-of-use asset obtained in exchange for operating lease liability | 388 | 0 |
Reduction of right-of-use asset and associated lease liability due to lease cancellation | (203) | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 7,168 | 3,062 |
Stock-based compensation capitalized to property and equipment, net | 222 | 0 |
Non-cash financing obligation activity | 840 | 0 |
Issuance of common stock for debt modification | 17,416 | 0 |
Non-cash proceeds from issuance of Convertible Notes for services provided | $ 0 | $ 50 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total business combination fair value basis adjustment to inventory | $ 0 | $ 0 | $ 1,042 | $ 0 |
Total stock-based compensation expense | 10,907 | 0 | 33,616 | 4,942 |
Total depreciation and amortization | 2,907 | 142 | 6,829 | 392 |
Cost of goods sold | ||||
Total business combination fair value basis adjustment to inventory | 0 | 0 | 1,042 | 0 |
Total stock-based compensation expense | 29 | 0 | 81 | 0 |
Total depreciation and amortization | 921 | 12 | 1,874 | 32 |
Research and development | ||||
Total stock-based compensation expense | 419 | 0 | 1,389 | 0 |
Total depreciation and amortization | 229 | 113 | 760 | 328 |
Selling, general and administrative | ||||
Total stock-based compensation expense | 10,459 | 0 | 32,146 | 4,942 |
Total depreciation and amortization | $ 1,757 | $ 17 | $ 4,195 | $ 32 |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description Description of the Business Local Bounti Corporation ("Local Bounti" or the "Company") was founded in August 2018 and is headquartered in Hamilton, Montana. The Company is a producer of s ustainably grown living lettuce, herbs, and loose leaf lettuce. The Company is a controlled environment agriculture ("CEA") company that utilizes patent pending Stack & Flow Technology TM , which is a hybrid of vertical and hydroponic greenhouse farming, to grow healthy food sustainably and affordably. Through the Company's CEA process, its goal is to produce environmentally sustainable products in a manner that will increase harvest efficiency, limit water usage, and reduce the carbon footprint of the production and distribution process. The environmental greenhouse conditions help to ensure nutritional value and taste, and the Company's products are non-GMO and use significantly less pesticides and herbicides than traditional farming operations. On April 4, 2022, the Company acquired California-based complementary indoor farming company Hollandia Produce Group, Inc. and its subsidiaries (the "Pete's Acquisition"), which operate under the name Pete’s ("Pete's"). Pete’s is a California-based indoor farming compan y with three greenhouse growing facilities, including two in California and one in Georgia. The Georgia facility became operational in July 2022. Pete’s has distribution to approx imately 10,000 retail locations across 35 U.S. states and Canadian provinces, primarily through direct relationships with blue-chip retail customers, including Albertsons, Kroger, Target, Walmart, Whole Foods, and AmazonFresh. Pete’s primary products include living butter lettuce as well as packaged salad and cress. See Note 3, Acquisitions , for additional discussion of the Pete's Acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2021 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. The Condensed Consolidated Balance Sheet at December 31, 2021, was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. New Accounting Pronouncements There have been no new accounting pronouncements recently issued or newly effective that had or are expected to have a material impact on the Unaudited Condensed Consolidated Financial Statements apart from those described in the Annual Financial Statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Business Combination On April 4, 2022, the Company acquired 100% of the shares of Pete’s. The purchase price consideration for the acquisition was $92.5 million in cash (subject to customary adjustments) and 5,654,600 shares of Local Bounti common stock, which had an original consideration, at the time of signing, of $30.0 million and a fair value of $50.9 million as of the closing date of the Pete's Acquisition. The acquisition has been accounted for as a business combination. The Company acquired Pete’s in order to leverage Pete's operational scale and retail distribution footprint to create a leading, scaled CEA operator with a national distribution footprint and access to approximately 10,000 retail doors. Acquisition related costs of $204 thousand and $4,449 thousand were included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022, respectively. The purchase consideration was preliminary allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill as shown below. Goodwill is primarily attributable to the assembled workforce and expanded market opportunities and was allocated to the Company's single reporting unit. The goodwill is deductible for tax purposes over 15 years and a 338(h)(10) election was filed to step up the tax basis of the assets acquired to fair value. The preliminary allocation is as follows (in thousands): Intangible assets $ 52,300 Goodwill 38,476 Assets acquired 56,454 Liabilities assumed (3,776) Total fair value of net assets acquired: $ 143,454 The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but does not exceed twelve months. The purchase price allocation is subject to future adjustments related to income taxes or other contingencies. The following table sets forth the fair value of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Customer relationships $ 40,200 Trade name 7,400 Non-compete agreements 4,700 Total: $ 52,300 The useful life of the customer relationships, trade name, and non-compete agreements are approximately 16 years, seven years, and 18 months, respectively. Amortization expense of intangible assets was $1,256 thousand and $3,352 thousand for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, future amortization expense is expected to be as follows (in thousands): Remainder of 2022 $ 1,676 2023 5,920 2024 3,570 2025 3,570 2026 3,570 Thereafter 30,643 Total $ 48,949 Pro forma financial information The following unaudited pro forma results of operations have been prepared as though the business combination of Local Bounti and Pete's was completed on January 1, 2021. Pro forma amounts are based on the preliminary purchase price allocation of the acquisition and are not necessarily indicative of results that may be reported in the future. Non-recurring pro forma adjustments including acquisition-related costs directly attributable to the acquisition are included within the reported pro forma revenue and net loss. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,285 $ 6,010 $ 18,767 $ 17,423 Net loss $ (27,104) $ (15,847) $ (85,424) $ (53,272) Asset Acquisition On April 4, 2022, in connection with consummating the Pete's Acquisition, Pete’s acquired the properties previously being leased by Pete’s from STORE Master Funding XVIII, LLC ("STORE") pursuant to certain sale-leaseback agreements between Pete’s and STORE for an aggregate cash purchase price of $25.8 million (the "Property Acquisition"). The Company accounted for the properties as an asset acquisition as substantially all of the fair value of the acquisition is concentrated in a single asset or group of similar identifiable assets. The following table sets forth the fair value of the identifiable assets acquired as of the date of the acquisition (in thousands): Land $ 13,800 Construction-in-progress 12,013 Total: $ 25,813 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following: September 30, December 31, 2022 2021 (in thousands) Raw materials $ 2,106 $ 612 Work-in-process 291 173 Finished goods 1,798 69 Consignment — 163 Inventory valuation allowance (418) (95) Total inventory, net $ 3,777 $ 922 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: September 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 30,752 $ 3,683 Land 18,469 4,122 Buildings and leasehold improvements 53,670 14,141 Construction-in-progress 41,908 16,375 Less: Accumulated depreciation (4,436) (971) Property and equipment, net $ 140,363 $ 37,350 Depreciation expense related to property and equip ment was $1,651 thousand and $142 thousand for the three months ended September 30, 2022 and 2021, respectively, and $3,477 t housand and $392 thousand for the nine months ended September 30, 2022 and 2021 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: September 30, December 31, 2022 2021 (in thousands) Construction $ 2,939 $ 11,192 Insurance 272 2,582 Payroll 775 792 Production 957 461 Professional services 709 273 Software 348 — Other 712 720 Total accrued liabilities $ 6,712 $ 16,020 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: September 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 93,144 — Unamortized deferred financing costs (22,060) (5,094) Total debt $ 113,584 $ 11,199 Agreements with Cargill Financial In September 2021, the Company and Cargill Financial entered into (a) a credit agreement (the "Original Senior Credit Agreement") for an up to $150.0 million multiple-advance term loan (the "Senior Facility") and (b) a subordinated credit agreement (the "Original Subordinated Credit Agreement" and, together with the Original Senior Credit Agreement, the "Original Credit Agreements") for an up to $50.0 million multiple-advance subordinated term loan (the "Subordinated Facility" and, together with the Senior Facility, the "Original Facilities"). First Amendment of the Original Credit Agreements On March 14, 2022, the Company entered into an amendment to the Original Credit Agreements (the "First Amendment") to amend the Original Credit Agreements and the Original Facilities (as amended, the "Amended Facilities"), subject to and effective upon closing the Pete’s Acquisition. On April 4, 2022, the First Amendment became effective whereby (a) the Pete’s Acquisition was funded pursuant to the Amended Facilities, (b) the aggregate commitment amount of the Original Facilities was reduced to $170.0 million, (c) the minimum liquidity covenant was reduced from $30.0 million to $20.0 million (inclusive of existing restricted cash on the Condensed Consolidated Balance Sheets), and (d) the interest rate of each of the Senior Facility and the Subordinated Facility increased by 2%, among other matters. Pursuant to the First Amendment, in connection with the closing of the Pete's Acquisition, the Company (i) paid a $2.0 million amendment fee and (ii) issued 1,932,931 shares of common stock to Cargill Financial. The First Amendment was accounted for as a modification to a line of credit. Accordingly, the Company wrote off unamortized debt issuance costs in proportion to the decrease in borrowing capacity of the Original Credit Agreements of $735 thousand. The write-off amount was recorded as interest expense in the Unaudited Consolidated Statement of Operations for the three and nine months ended September 30, 2022. The First Amendment fee of $2.0 million and the issued 1,932,931 shares of common stock with a fair value at the time of issuance of $17.4 million was recorded as additional debt discount and is amortized to interest expense over the remaining term of the Amended Facilities agreement on a straight-line basis. The interest rate on the Subordinated Facility subsequent to the First Amendment is 12.5% per annum, with accrued interest on the agreement paid quarterly in arrears on the last business day of each calendar quarter, commencing the last business day of the calendar quarter ended December 31, 2021, and on the maturity date of September 3, 2028. The interest rate on the Senior Facility subsequent to the First Amendment is equal to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior Facility net leverage ratio). Principal payments are due on the maturity date of the Senior Facility and the Subordinated Facility on September 3, 2028. Second Amendment of the Original Credit Agreements On August 11, 2022, the Company, along with certain subsidiaries of the Company, entered into a second amendment to the Amended Facilities (the "Second Amendment") with Cargill Financial to amend the Amended Facilities. The Second Amendment provides that, until the earliest to occur of (x) the occurrence of any event of default, (y) the effective date of a qualified equity financing and (z) March 31, 2024, (a) the requirement for the minimum interest amount for the Senior Facility and the Subordinated Facility is reduced to an amount equal to the greater of (i) $0 and (ii) the sum of all interest payments due and payable under the Senior Facility and the Subordinated Facility in respect of term loans outstanding for a period of four calendar quarters. The Company is required to have an interest reserve account which is shown as restricted cash and cash equivalents on the Company's Unaudited Condensed Consolidated Balance Sheets. In effect, the Second Amendment reduces the minimum interest amount from the sum of all interest payments due and payable under the Senior Facility and the Subordinated Facility for a period of eight calendar quarters down to a period of four calendar quarters, as described above. In addition, the Senior Facility also requires that two quarters of principal be reserved by applying a ten-year amortization schedule to the outstanding principal balance. In accordance with the Second Amendment, the balance of the Company's interest reserve account was $19,754 thousand at September 30, 2022 as compared to $4,416 thousand at December 31, 2021. The Amended Facilities also contains certain financial covenants that become measurable and effective beginning in the third quarter of 2025, including debt coverage, net leverage, and interest coverage ratios. Additional covenants and other provisions exist that may limit or affect the timing of the Company’s ability, among other things, to undergo a merger or consolidation, sell certain assets, create liens, guarantee certain obligations of third parties, make certain investments or acquisitions, and declare dividends or make distributions. The credit facility is secured with a first-priority lien against substantially all of the assets of the Company, including its intellectual property. The Company was in compliance with all applicable covenants as of September 30, 2022. In September 2022, the Company borrowed an additional $7,470 thousand under the term loan. The Amended Facilities have an unused revolving line commitment fee in an amount of 125 basis points per annum of the unused portion of the Amended Facilities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 4,167 $ — $ — Total $ 4,167 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 96,661 $ — $ — Total $ 96,661 $ — $ — The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. As of September 30, 2022 and December 31, 2021, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of September 30, 2022 and December 31, 2021, the Company had no transfers between levels of the fair value hierarchy of its liabilities measured at fair value. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Common Stock Awards and Restricted Stock Units A summary of the restricted stock units ("RSUs") and restricted common stock awards ("RSAs") activity for the nine months ended September 30, 2022 is as follows: Number of RSUs Average Grant-Date Fair Value Number of RSAs Average Grant-Date Fair Value Unvested at December 31, 2021 2,395,789 $ 9.73 5,479,451 $ 1.80 Granted 9,117,579 $ 5.87 — $ — Forfeited (211,578) $ 10.13 — $ — Vested, Settled (1,128,825) $ 7.09 (594,081) $ 2.51 Vested, Unsettled 700,058 $ 5.67 — $ — Unvested and outstanding at September 30, 2022 10,873,023 $ 6.43 4,885,370 $ 1.71 The total expense value of RSUs for the three and nine months ended September 30, 2022 was $9,066 thousand and $30,017 thousand. There was no expense for RSUs for the three and nine months ended September 30, 2021. As of September 30, 2022, the total compensation cost related to unvested RSUs not yet recognized is $40,767 thousand and is expected to be recognized over a weighted average period of 2.48 years. The total expense of RSAs for the three and nine months ended September 30, 2022 was $1,841 thousand and $3,599 thousand. As of September 30, 2022, the total compensation cost related to unvested RSAs not yet recognized is $3,237 thousand and is expected to be recognized over a weighted average period of 1.81 years. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. In computing net loss per share, the Company’s unvested restricted common stock and warrants are not considered participating securities. Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Diluted net loss per common share adjusts basic net loss per share attributable to common stockholders to give effect to all potential common shares that were dilutive and outstanding during the period. For the three and nine months ended September 30, 2022 and 2021, no instrument was determined to have a dilutive effect under the treasury method. The following table sets forth the computation of the Company’s net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (27,104) $ (10,834) $ (84,539) $ (27,822) Weighted average common stock outstanding, basic and diluted 89,245,019 49,131,555 86,318,432 49,131,555 Net loss per common share, basic and diluted $ (0.30) $ (0.22) $ (0.98) $ (0.57) The following table presents the shares outstanding that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share as the impact would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted Stock 5,011,044 10,932,957 5,224,392 10,544,769 Convertible Notes — 3,224,068 — 2,097,547 Warrants 11,539,296 297,450 11,539,299 209,195 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company has and may become party to various legal proceedings and other claims that arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Management is currently not aware of any matters that it expects will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from September 30, 2022 through the date the Unaudited Condensed Consolidated Financial Statements were issued and identified the following: Private Placement On October 21, 2022 (the "Agreement Date"), the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $2.50 per share (the "Private Placement"). The closing price of the Common Stock on the New York Stock Exchange on October 20, 2022 (the last trading day before the Agreement Date), was $2.50 per share. Pursuant to the Securities Purchase Agreement, the Company agreed to sell and the Purchasers agreed to purchase 9,320,000 shares (the "Common Shares") of Common Stock resulting in gross proceeds to the Company of approximately $23.3 million before deducting estimated offering expenses. Affiliates of certain members of our Board of Directors and certain executive officers purchased an aggregate of 280,000 shares of Common Stock in the Private Placement. The Company expects to use the net proceeds for general corporate purposes. Registration Rights Agreement In connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which the Company agrees to register for resale the Common Shares (the "Registrable Securities"). Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of the Registrable Securities within 10 business days of the closing of the Securities Purchase Agreement. The registration statement was filed on October 24, 2022. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until such time as there are no longer Registrable Securities held by the Purchasers. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. The Company has granted the Purchasers customary indemnification rights in connection with the registration statement, including for liabilities arising under the Securities Act of 1933, as amended. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement. There have been no other events or transactions that occurred subsequent to September 30, 2022 that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2021 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. The Condensed Consolidated Balance Sheet at December 31, 2021, was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2021 (the "Annual Financial Statements") as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. The Condensed Consolidated Balance Sheet at December 31, 2021, was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. |
New Accounting Pronouncements | New Accounting Pronouncements There have been no new accounting pronouncements recently issued or newly effective that had or are expected to have a material impact on the Unaudited Condensed Consolidated Financial Statements apart from those described in the Annual Financial Statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary allocation is as follows (in thousands): Intangible assets $ 52,300 Goodwill 38,476 Assets acquired 56,454 Liabilities assumed (3,776) Total fair value of net assets acquired: $ 143,454 |
Schedule of Identifiable Intangible Assets Acquired | The following table sets forth the fair value of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Customer relationships $ 40,200 Trade name 7,400 Non-compete agreements 4,700 Total: $ 52,300 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2022, future amortization expense is expected to be as follows (in thousands): Remainder of 2022 $ 1,676 2023 5,920 2024 3,570 2025 3,570 2026 3,570 Thereafter 30,643 Total $ 48,949 |
Schedule of Pro Forma Information | The following unaudited pro forma results of operations have been prepared as though the business combination of Local Bounti and Pete's was completed on January 1, 2021. Pro forma amounts are based on the preliminary purchase price allocation of the acquisition and are not necessarily indicative of results that may be reported in the future. Non-recurring pro forma adjustments including acquisition-related costs directly attributable to the acquisition are included within the reported pro forma revenue and net loss. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,285 $ 6,010 $ 18,767 $ 17,423 Net loss $ (27,104) $ (15,847) $ (85,424) $ (53,272) |
Schedule of Fair Value of the Identifiable Assets Acquired | The following table sets forth the fair value of the identifiable assets acquired as of the date of the acquisition (in thousands): Land $ 13,800 Construction-in-progress 12,013 Total: $ 25,813 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventory consisted of the following: September 30, December 31, 2022 2021 (in thousands) Raw materials $ 2,106 $ 612 Work-in-process 291 173 Finished goods 1,798 69 Consignment — 163 Inventory valuation allowance (418) (95) Total inventory, net $ 3,777 $ 922 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: September 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 30,752 $ 3,683 Land 18,469 4,122 Buildings and leasehold improvements 53,670 14,141 Construction-in-progress 41,908 16,375 Less: Accumulated depreciation (4,436) (971) Property and equipment, net $ 140,363 $ 37,350 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: September 30, December 31, 2022 2021 (in thousands) Construction $ 2,939 $ 11,192 Insurance 272 2,582 Payroll 775 792 Production 957 461 Professional services 709 273 Software 348 — Other 712 720 Total accrued liabilities $ 6,712 $ 16,020 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: September 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 93,144 — Unamortized deferred financing costs (22,060) (5,094) Total debt $ 113,584 $ 11,199 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 4,167 $ — $ — Total $ 4,167 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 96,661 $ — $ — Total $ 96,661 $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of the restricted stock units ("RSUs") and restricted common stock awards ("RSAs") activity for the nine months ended September 30, 2022 is as follows: Number of RSUs Average Grant-Date Fair Value Number of RSAs Average Grant-Date Fair Value Unvested at December 31, 2021 2,395,789 $ 9.73 5,479,451 $ 1.80 Granted 9,117,579 $ 5.87 — $ — Forfeited (211,578) $ 10.13 — $ — Vested, Settled (1,128,825) $ 7.09 (594,081) $ 2.51 Vested, Unsettled 700,058 $ 5.67 — $ — Unvested and outstanding at September 30, 2022 10,873,023 $ 6.43 4,885,370 $ 1.71 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (27,104) $ (10,834) $ (84,539) $ (27,822) Weighted average common stock outstanding, basic and diluted 89,245,019 49,131,555 86,318,432 49,131,555 Net loss per common share, basic and diluted $ (0.30) $ (0.22) $ (0.98) $ (0.57) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following table presents the shares outstanding that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share as the impact would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted Stock 5,011,044 10,932,957 5,224,392 10,544,769 Convertible Notes — 3,224,068 — 2,097,547 Warrants 11,539,296 297,450 11,539,299 209,195 |
Business Description (Details)
Business Description (Details) - Apr. 04, 2022 - Hollandia Produce Group, Inc. (Pete's) location in Thousands | manufacturingFacility | state | location |
Business Acquisition [Line Items] | |||
Number of greenhouse growing facilities | 3 | ||
Number of retail locations | 35 | 10 | |
CALIFORNIA | |||
Business Acquisition [Line Items] | |||
Number of operating facilities | 2 | ||
GEORGIA | |||
Business Acquisition [Line Items] | |||
Number of operating facilities | 1 |
Acquisitions - Business Combina
Acquisitions - Business Combination - Narrative (Details) location in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Apr. 04, 2022 | Apr. 04, 2022 USD ($) | Apr. 04, 2022 state | Apr. 04, 2022 shares | Apr. 04, 2022 location | Mar. 14, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Amortization of intangible assets | $ 1,256 | $ 3,352 | $ 0 | ||||||
Hollandia Produce Group, Inc. (Pete's) | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of retail locations | 35 | 10 | |||||||
Hollandia Produce Group, Inc. (Pete's) | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of shares acquired | 100% | 100% | 100% | 100% | 100% | ||||
Payments to acquire businesses | $ 92,500 | ||||||||
Shares issued to acquire business (in shares) | shares | 5,654,600 | ||||||||
Shares issued to acquire business | $ 50,900 | $ 30,000 | |||||||
Acquisition related costs | $ 204 | $ 4,449 | |||||||
Hollandia Produce Group, Inc. (Pete's) | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 16 years | ||||||||
Hollandia Produce Group, Inc. (Pete's) | Trade name | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 7 years | ||||||||
Hollandia Produce Group, Inc. (Pete's) | Non-compete agreements | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 18 months |
Acquisitions - Identified Asset
Acquisitions - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 04, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 38,476 | $ 0 | |
Hollandia Produce Group, Inc. (Pete's) | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 52,300 | ||
Goodwill | 38,476 | ||
Assets acquired | 56,454 | ||
Liabilities assumed | (3,776) | ||
Total fair value of net assets acquired: | $ 143,454 |
Acquisitions - Identifiable Int
Acquisitions - Identifiable Intangible Assets Acquired (Details) - Hollandia Produce Group, Inc. (Pete's) $ in Thousands | Apr. 04, 2022 USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 52,300 |
Customer relationships | |
Business Acquisition [Line Items] | |
Intangible assets | 40,200 |
Trade name | |
Business Acquisition [Line Items] | |
Intangible assets | 7,400 |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Intangible assets | $ 4,700 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Remainder of 2022 | $ 1,676 |
2023 | 5,920 |
2024 | 3,570 |
2025 | 3,570 |
2026 | 3,570 |
Thereafter | 30,643 |
Total | $ 48,949 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Hollandia Produce Group, Inc. (Pete's) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Sales | $ 6,285 | $ 6,010 | $ 18,767 | $ 17,423 |
Net loss | $ (27,104) | $ (15,847) | $ (85,424) | $ (53,272) |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisition (Details) - STORE Master Funding XVIII, LLC $ in Thousands | Apr. 04, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Asset acquisition, aggregate purchase price | $ 25,800 |
Land | 13,800 |
Construction-in-progress | 12,013 |
Total: | $ 25,813 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,106 | $ 612 |
Work-in-process | 291 | 173 |
Finished goods | 1,798 | 69 |
Consignment | 0 | 163 |
Inventory valuation allowance | (418) | (95) |
Total inventory, net | $ 3,777 | $ 922 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Less: Accumulated depreciation | $ (4,436) | $ (4,436) | $ (971) | ||
Property and equipment, net | 140,363 | 140,363 | 37,350 | ||
Depreciation expense | 1,651 | $ 142 | 3,477 | $ 392 | |
Machinery, equipment, and vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 30,752 | 30,752 | 3,683 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 18,469 | 18,469 | 4,122 | ||
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 53,670 | 53,670 | 14,141 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 41,908 | $ 41,908 | $ 16,375 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Construction | $ 2,939 | $ 11,192 |
Insurance | 272 | 2,582 |
Payroll | 775 | 792 |
Production | 957 | 461 |
Professional services | 709 | 273 |
Software | 348 | 0 |
Other | 712 | 720 |
Total accrued liabilities | $ 6,712 | $ 16,020 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (22,060) | $ (5,094) |
Total debt | 113,584 | 11,199 |
Subordinated Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 42,500 | 16,293 |
Senior Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 93,144 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 04, 2022 USD ($) qtr shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Aug. 11, 2022 USD ($) qtr | Apr. 03, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Issuance of common stock for debt modification | $ 17,416,000 | $ 17,416,000 | $ 0 | ||||||
Proceeds from issuance of debt | $ 119,351,000 | 26,793,000 | |||||||
Loans Payable | Senior Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | 150,000,000 | ||||||||
Debt, increase of interest rate | 2% | ||||||||
Debt covenant, interest amount, number of calendar quarter | qtr | 8 | 4 | |||||||
Debt covenant, principal amount, number of calendar quarter | qtr | 2 | ||||||||
Debt amortization period | 10 years | ||||||||
Proceeds from issuance of debt | $ 7,470,000 | ||||||||
Loans Payable | Senior Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt covenant, interest amount | $ 0 | ||||||||
Loans Payable | Senior Facility | Minimum | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt basis spread on variable rate | 7.50% | ||||||||
Loans Payable | Senior Facility | Maximum | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt basis spread on variable rate | 8.50% | ||||||||
Loans Payable | Subordinated Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 50,000,000 | ||||||||
Debt, increase of interest rate | 2% | ||||||||
Interest rate percentage | 12.50% | ||||||||
Debt covenant, interest amount, number of calendar quarter | qtr | 8 | 4 | |||||||
Loans Payable | Subordinated Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt covenant, interest amount | $ 0 | ||||||||
Loans Payable | First Amendment of the Original Credit Agreements | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 170,000,000 | ||||||||
Debt, minimum liquidity covenant | 20,000,000 | $ 30,000,000 | |||||||
Debt amendment fee | $ 2,000,000 | ||||||||
Issuance of common stock for debt modification (in shares) | shares | 1,932,931 | ||||||||
Debt issuance cost write off | $ 735,000 | $ 735,000 | |||||||
Loans Payable | Second Amendment of the Original Credit Agreements | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt covenant, interest reserve account balance | $ 19,754,000 | $ 19,754,000 | $ 19,754,000 | $ 4,416,000 | |||||
Unused capacity, commitment fee percentage | 1.25% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Assets: | ||
Assets, fair value | $ 4,167 | $ 96,661 |
Level 1 | Money market funds, included in cash and cash equivalents | ||
Assets: | ||
Assets, fair value | 4,167 | 96,661 |
Level 2 | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 2 | Money market funds, included in cash and cash equivalents | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | Money market funds, included in cash and cash equivalents | ||
Assets: | ||
Assets, fair value | $ 0 | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock Awards and Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of RSAs & RSUs | |
Unvested beginning balance (in shares) | shares | 2,395,789 |
Granted (in shares) | shares | 9,117,579 |
Forfeited (in shares) | shares | (211,578) |
Vested, Settled (in shares) | shares | (1,128,825) |
Vested, Unsettled (in shares) | shares | 700,058 |
Unvested ending balance (in shares) | shares | 10,873,023 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 9.73 |
Granted (in dollars per share) | $ / shares | 5.87 |
Forfeited (in dollars per share) | $ / shares | 10.13 |
Vested and settled shares (in dollars per share) | $ / shares | 7.09 |
Vested but unsettled shares (in dollars per share) | $ / shares | 5.67 |
Unvested ending balance (in dollars per share) | $ / shares | $ 6.43 |
Restricted Common Stock Awards | |
Number of RSAs & RSUs | |
Unvested beginning balance (in shares) | shares | 5,479,451 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Vested, Settled (in shares) | shares | (594,081) |
Vested, Unsettled (in shares) | shares | 0 |
Unvested ending balance (in shares) | shares | 4,885,370 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 1.80 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested and settled shares (in dollars per share) | $ / shares | 2.51 |
Vested but unsettled shares (in dollars per share) | $ / shares | 0 |
Unvested ending balance (in dollars per share) | $ / shares | $ 1.71 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 10,907,000 | $ 0 | $ 33,616,000 | $ 4,942,000 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 9,066,000 | $ 0 | 30,017,000 | $ 0 |
Cost not yet recognized, amount | 40,767,000 | $ 40,767,000 | ||
Cost not yet recognized, period for recognition | 2 years 5 months 23 days | |||
Restricted Common Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,841,000 | $ 3,599,000 | ||
Cost not yet recognized, amount | $ 3,237,000 | $ 3,237,000 | ||
Cost not yet recognized, period for recognition | 1 year 9 months 21 days |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss, basic | $ (27,104) | $ (10,834) | $ (84,539) | $ (27,822) |
Net loss, diluted | $ (27,104) | $ (10,834) | $ (84,539) | $ (27,822) |
Weighted average common stock outstanding, basic (in shares) | 89,245,019 | 49,131,555 | 86,318,432 | 49,131,555 |
Weighted average common stock outstanding, diluted (in shares) | 89,245,019 | 49,131,555 | 86,318,432 | 49,131,555 |
Net loss per common share, basic (in dollars per share) | $ (0.30) | $ (0.22) | $ (0.98) | $ (0.57) |
Net loss per common share, diluted (in dollars per share) | $ (0.30) | $ (0.22) | $ (0.98) | $ (0.57) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,011,044 | 10,932,957 | 5,224,392 | 10,544,769 |
Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 3,224,068 | 0 | 2,097,547 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,539,296 | 297,450 | 11,539,299 | 209,195 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Oct. 21, 2022 | Oct. 20, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Share price (in dollars per share) | $ 2.50 | |||
Subsequent Event | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Sale of stock, price (in dollars per share) | $ 2.50 | |||
Number of shares issued in transaction (in shares) | 9,320 | |||
Consideration from private placement | $ 23.3 | |||
Period for filing registration statement | 10 days | |||
Subsequent Event | Private Placement | Board of Directors And Executive Officers | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued in transaction (in shares) | 280 |