Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 8,271,738 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
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, thirteen exercisable for one share of Common Stock for $149.50 per share | |
Trading Symbol | LOCL WS | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash and cash equivalents | $ 11,814 | $ 13,666 | |
Restricted cash | 6,524 | 11,272 | |
Accounts receivable, net | 2,666 | 2,691 | |
Inventory, net | 4,493 | 3,594 | |
Prepaid expenses and other current assets | 2,295 | 2,881 | |
Total current assets | 27,792 | 34,104 | |
Property and equipment, net | 268,099 | 157,844 | |
Operating lease right-of-use assets | 190 | 137 | |
Goodwill | 38,481 | 38,481 | |
Intangible assets, net | 42,246 | 47,273 | |
Other assets | 674 | 901 | |
Total assets | 377,482 | 278,740 | |
Current liabilities | |||
Accounts payable | 9,041 | 13,757 | |
Accrued liabilities | 15,621 | 9,426 | |
Operating lease liabilities | 91 | 84 | |
Total current liabilities | 24,753 | 23,267 | |
Long-term debt, net of debt issuance costs | 216,958 | 119,814 | |
Financing obligation | 49,057 | 14,139 | |
Operating lease liabilities, noncurrent | 133 | 187 | |
Warrant liability | 8,780 | 0 | |
Total liabilities | 299,681 | 157,407 | |
Commitments and contingencies (Note 11) | |||
Stockholders' equity | |||
Common stock, $0.0001 par value, 400,000,000 shares authorized, 104,240,153 and 103,700,630 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | [1] | 1 | 1 |
Additional paid-in capital | 315,574 | 300,645 | |
Accumulated deficit | (237,774) | (179,313) | |
Total stockholders' equity | 77,801 | 121,333 | |
Total liabilities and stockholders' equity | $ 377,482 | $ 278,740 | |
[1] Prior comparative period share amounts issued and outstanding have been retroactively adjusted to reflect the Reverse Stock Split (as defined below). See Note 2, Summary of Significant Accounting Policies , for additional detail. |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 8,268,639 | 7,976,980 |
Common stock, shares outstanding (in shares) | 8,268,639 | 7,976,980 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||||
Income Statement [Abstract] | ||||||||
Sales | $ 6,810 | $ 6,285 | $ 20,691 | $ 12,836 | ||||
Cost of goods sold | [1],[2],[3] | 6,405 | 5,015 | 19,155 | 11,535 | |||
Gross profit | 405 | 1,270 | 1,536 | 1,301 | ||||
Operating expenses: | ||||||||
Research and development | [1],[2] | 5,001 | 3,019 | 12,103 | 8,933 | |||
Selling, general and administrative | [1],[2] | 14,406 | 20,239 | 47,091 | 64,741 | |||
Total operating expenses | 19,407 | 23,258 | 59,194 | 73,674 | ||||
Loss from operations | (19,002) | (21,988) | (57,658) | (72,373) | ||||
Other income (expense): | ||||||||
Change in fair value of warrant liability | 1,766 | 0 | 16,917 | 0 | ||||
Interest expense, net | (7,105) | (5,154) | (17,876) | (12,262) | ||||
Other income | 83 | 38 | 156 | 96 | ||||
Net loss | $ (24,258) | $ (27,104) | $ (58,461) | $ (84,539) | ||||
Net loss applicable to common stockholders per basic common share: | ||||||||
Basic (in dollars per share) | $ (3.02) | [4] | $ (3.95) | $ (7.41) | [4] | $ (12.73) | [4] | |
Diluted (in dollars per share) | $ (3.02) | $ (3.95) | $ (7.41) | [4] | $ (12.73) | [4] | ||
Weighted average common shares outstanding: | ||||||||
Basic (in shares) | 8,019,561 | 6,865,001 | 7,893,665 | [4] | 6,639,879 | [4] | ||
Diluted (in shares) | 8,019,561 | [4] | 6,865,001 | 7,893,665 | [4] | 6,639,879 | [4] | |
[1]Amounts include depreciation and amortization as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Cost of goods sold $ 832 $ 921 $ 2,662 $ 1,874 Research and development 722 229 1,754 760 Selling, general and administrative 1,851 1,757 5,763 4,195 Total depreciation and amortization $ 3,405 $ 2,907 $ 10,179 $ 6,829 Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Cost of goods sold $ 24 $ 29 $ 100 $ 81 Research and development 343 419 1,676 1,389 Selling, general and administrative 2,898 10,459 11,882 32,146 Total stock-based compensation expense, net of amounts capitalized $ 3,265 $ 10,907 $ 13,658 $ 33,616 Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Cost of goods sold $ — $ — $ — $ 1,042 Total business combination fair value basis adjustment to inventory $ — $ — $ — $ 1,042 Prior comparative period share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split (as defined below). See Note 2, Summary of Significant Accounting Policies , for additional detail. |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total business combination fair value basis adjustment to inventory | $ 0 | $ 0 | $ 0 | $ 1,042 |
Total stock-based compensation expense, net of amounts capitalized | 3,265 | 10,907 | 13,658 | 33,616 |
Total depreciation and amortization | 3,405 | 2,907 | 10,179 | 6,829 |
Cost of goods sold | ||||
Total business combination fair value basis adjustment to inventory | 0 | 0 | 0 | 1,042 |
Total stock-based compensation expense, net of amounts capitalized | 24 | 29 | 100 | 81 |
Total depreciation and amortization | 832 | 921 | 2,662 | 1,874 |
Research and development | ||||
Total stock-based compensation expense, net of amounts capitalized | 343 | 419 | 1,676 | 1,389 |
Total depreciation and amortization | 722 | 229 | 1,754 | 760 |
Selling, general and administrative | ||||
Total stock-based compensation expense, net of amounts capitalized | 2,898 | 10,459 | 11,882 | 32,146 |
Total depreciation and amortization | $ 1,851 | $ 1,757 | $ 5,763 | $ 4,195 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Voting Common Stock | Additional Paid-in Capital | Accumulated Deficit | ||
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 6,641,914 | ||||
Beginning balance at Dec. 31, 2021 | $ 101,683 | $ 9 | [1] | $ 169,916 | $ (68,242) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, net (in shares) | [1] | 9,298 | ||||
Stock-based compensation | 11,042 | 11,042 | ||||
Net loss | (25,772) | (25,772) | ||||
Ending balance (in shares) at Mar. 31, 2022 | [1] | 6,651,212 | ||||
Ending balance at Mar. 31, 2022 | 86,953 | $ 9 | [1] | 180,958 | (94,014) | |
Beginning balance (in shares) at Dec. 31, 2021 | [1] | 6,641,914 | ||||
Beginning balance at Dec. 31, 2021 | 101,683 | $ 9 | [1] | 169,916 | (68,242) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (84,539) | |||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 7,256,169 | ||||
Ending balance at Sep. 30, 2022 | 119,346 | $ 9 | [1] | 272,118 | (152,781) | |
Beginning balance (in shares) at Mar. 31, 2022 | [1] | 6,651,212 | ||||
Beginning balance at Mar. 31, 2022 | 86,953 | $ 9 | [1] | 180,958 | (94,014) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock for business combination (in shares) | [1] | 434,969 | ||||
Issuance of common stock for business combination | 50,948 | 50,948 | ||||
Issuance of common stock for debt modification (in shares) | [1] | 148,687 | ||||
Issuance of common stock for debt modification | 17,416 | 17,416 | ||||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 1 | ||||
Vesting of restricted stock units, net (in shares) | [1] | 8,859 | ||||
Stock-based compensation | 11,783 | 11,783 | ||||
Net loss | (31,663) | (31,663) | ||||
Ending balance (in shares) at Jun. 30, 2022 | [1] | 7,243,728 | ||||
Ending balance at Jun. 30, 2022 | 135,437 | $ 9 | [1] | 261,105 | (125,677) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, net (in shares) | [1] | 12,441 | ||||
Stock-based compensation | 11,013 | 11,013 | ||||
Net loss | (27,104) | (27,104) | ||||
Ending balance (in shares) at Sep. 30, 2022 | [1] | 7,256,169 | ||||
Ending balance at Sep. 30, 2022 | $ 119,346 | $ 9 | [1] | 272,118 | (152,781) | |
Beginning balance (in shares) at Dec. 31, 2022 | 7,976,980 | 7,976,980 | [1] | |||
Beginning balance at Dec. 31, 2022 | $ 121,333 | $ 1 | [1] | 300,645 | (179,313) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, net (in shares) | [1] | 41,502 | ||||
Stock-based compensation | 6,361 | 6,361 | ||||
Net loss | (23,527) | (23,527) | ||||
Ending balance (in shares) at Mar. 31, 2023 | [1] | 8,018,482 | ||||
Ending balance at Mar. 31, 2023 | $ 104,167 | $ 1 | [1] | 307,006 | (202,840) | |
Beginning balance (in shares) at Dec. 31, 2022 | 7,976,980 | 7,976,980 | [1] | |||
Beginning balance at Dec. 31, 2022 | $ 121,333 | $ 1 | [1] | 300,645 | (179,313) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (58,461) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 8,268,639 | 8,268,639 | [1] | |||
Ending balance at Sep. 30, 2023 | $ 77,801 | $ 1 | [1] | 315,574 | (237,774) | |
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 8,018,482 | ||||
Beginning balance at Mar. 31, 2023 | 104,167 | $ 1 | [1] | 307,006 | (202,840) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, net (in shares) | [1] | 171,051 | ||||
Cash paid for fractional shares from the Reverse Stock Split (in shares) | [1] | (552) | ||||
Cash paid for fractional shares from the Reverse Stock Split | (3) | (3) | ||||
Stock-based compensation | 4,792 | 4,792 | ||||
Net loss | (10,676) | (10,676) | ||||
Ending balance (in shares) at Jun. 30, 2023 | [1] | 8,188,981 | ||||
Ending balance at Jun. 30, 2023 | 98,280 | $ 1 | [1] | 311,795 | (213,516) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock units, net (in shares) | [1] | 79,658 | ||||
Stock-based compensation | 3,779 | 3,779 | ||||
Net loss | $ (24,258) | (24,258) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 8,268,639 | 8,268,639 | [1] | |||
Ending balance at Sep. 30, 2023 | $ 77,801 | $ 1 | [1] | $ 315,574 | $ (237,774) | |
[1] Share amounts have been retroactively adjusted to reflect the Reverse Stock Split (as defined below). See Note 2, Summary of Significant Accounting Policies , for additional detail. |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (58,461) | $ (84,539) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 5,152 | 3,477 |
Amortization | 5,027 | 3,352 |
Stock-based compensation expense, net of amounts capitalized | 13,658 | 33,616 |
Bad debt allowance | 5 | 11 |
Inventory allowance | 385 | 323 |
Loss on disposal of property and equipment | 1,375 | 252 |
Gain related to change in fair value of warrant liability | (16,917) | 0 |
Paid-in-kind interest | 15,797 | 0 |
Amortization of debt issuance costs | 5,183 | 2,791 |
Interest on financing obligation | 144 | 333 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 20 | (68) |
Inventory | (1,284) | 2 |
Prepaid expenses and other current assets | 1,291 | 976 |
Other assets | (649) | 2,326 |
Accounts payable | (493) | 5,114 |
Operating lease liabilities | (104) | 6 |
Accrued liabilities | 3,880 | (4,849) |
Net cash used in operating activities | (25,991) | (36,877) |
Investing Activities: | ||
Purchases of property and equipment | (117,241) | (40,863) |
Asset acquisition | 0 | (25,813) |
Business combination, net of cash acquired | 0 | (90,552) |
Net cash used in investing activities | (117,241) | (157,228) |
Financing Activities: | ||
Proceeds from financing obligation | 35,000 | 0 |
Proceeds from issuance of debt | 101,861 | 119,351 |
Payment of debt issuance costs | (226) | (2,342) |
Fractional shares paid in cash pursuant to Reverse Stock Split | (3) | 0 |
Net cash provided by financing activities | 136,632 | 117,009 |
Net decrease in cash and cash equivalents and restricted cash | (6,600) | (77,096) |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 24,938 | 101,077 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 18,338 | 23,981 |
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 | 11,814 | 4,227 |
Restricted cash and cash equivalents | 6,524 | 19,754 |
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Condensed Consolidated Statements of Cash Flows | 18,338 | 23,981 |
Non-cash activities: | ||
Warrants issued in connection with debt modification | 25,697 | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,910 | 7,168 |
Non-cash equity settlement on employee receivable | 176 | 17,416 |
Stock-based compensation capitalized to property and equipment, net | 1,451 | 222 |
Interest capitalized to property and equipment, net | 9,486 | 0 |
Non-cash financing obligation activity | 0 | 840 |
Right-of-use asset obtained in exchange for operating lease liability | 0 | 388 |
Reduction of right of use asset and associated lease liability due to lease cancellation | $ 0 | $ (203) |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business DescriptionDescription 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 sustainably 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 (the "Annual Financial Statements") as filed with the SEC on March 31, 2023. 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, 2023, its results of operations for the three and nine months ended September 30, 2023 and 2022, its cash flows for the nine months ended September 30, 2023 and 2022, and its stockholders' equity for the three and nine months ended September 30, 2023 and 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, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. Liquidity The Company has incurred losses and generated negative cash flows from operations since its inception. At September 30, 2023, the Company had an accumulated deficit of $237.8 million and cash and cash equivalents and restricted cash of $18.3 million. Cargill Financial expects to provide the Company with $10 million of working capital subject to certain terms and conditions precedent. The Company anticipates closing this transaction in the fourth quarter of this year. The Company has also executed conditional commitment letters from a commercial finance lender for total potential financing of up to approximately $230 million at a floating interest rate of Secured Overnight Financing Rate ("SOFR") plus a margin of 345 basis points per annum (equivalent to approximately 8.8% as of the filing date of this 10-Q Report) in order to fund its 2024 greenfield build and facility expansions. The Company expects to execute definitive documents for such financings in the first quarter of 2024, subject to negotiation of final terms and underwriting commitments. The Company believes that the additional $10 million of working capital from Cargill Financial, the $230 million from a commercial finance lender, the Company's current cash position, cash generated from product sales, and anticipated cash interest payment deferrals under the Company's credit facilities with Cargill Financial will be adequate to fund the Company’s planned operations over the next 12 months from the issuance of these Unaudited Condensed Consolidated Financial Statements. The Company also believes additional cash can be secured through other debt or equity financings, if necessary. However, there can be no assurance that equity or debt financing will be available to the Company should it need it or, if available, that the terms will be satisfactory to the Company and not dilutive to existing shareholders. The Company's failure to raise capital as and when needed could have significant negative consequences for its business, financial condition and results of consolidated operations. Reverse Stock Split Stockholder Approval On April 3, 2023, the Company's board of directors (the "Board") authorized an amendment to the Company's Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split of the shares of Local Bounti's common stock, at any time prior to June 30, 2024, at a ratio within a range of 1-for-2 to 1-for-25, with the exact ratio and effective time of the reverse stock split to be determined at the discretion of the Board without further approval or authorization of the Company's stockholders. The amendment was approved by stockholders at a special meeting of stockholders held on April 26, 2023. On June 4, 2023, the Board approved a 1-for-13 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share. Trading of the Company's common stock on the NYSE commenced on a split-adjusted basis on June 15, 2023. As a result of the Reverse Stock Split, every 13 shares of common stock issued and outstanding were automatically reclassified into one new share of common stock without any action on the part of the holders. The Company paid cash in lieu of fractional shares resulting from the Reverse Stock Split. Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and warrants exercisable for shares of Common Stock, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. Also, for the Company’s outstanding warrants to purchase up to 81,139,179 shares of common stock, every 13 shares issuable under warrants became exercisable for one share of common stock at an exercise price of $149.50 per share of common stock for the Company's publicly traded warrants and $13.00 per share of common stock for the March 2023 Cargill Warrant. See Note 9, Stock-Based Compensation , and Note 10, Net Loss Per Share , for more information. The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock. All share and per share amounts presented herein with respect to common stock have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. There have been no material changes or updates to the Company's significant accounting policies from those described in the Annual Financial Statements except for the updates noted below. Derivatives Equity instruments issued in connection with debt and other equity instruments are required to be evaluated for derivative liability accounting treatment in accordance with Accounting Standards Codification ("ASC") 815, Derivatives and Hedging . Unless certain exception criteria are met, the freestanding financial instrument or embedded feature must be recognized as a separate liability and subsequently measured on the balance sheet at fair value in accordance with ASC 820, Fair Value Measurement . The Company has evaluated the terms and features of its debt and equity instruments and identified a freestanding equity instrument (the March 2023 Cargill Warrant) issued in connection with the Sixth Amendment that did not meet the criteria necessary to qualify for the derivative scope exception. See Note 6, Debt , and Note 8, Fair Value Measurements , for more information related to the Sixth Amendment and the March 2023 Cargill Warrant, respectively. Due to certain provisions that could result in the issuance of additional shares upon settlement, the warrant instrument did not meet the fixed-for-fixed criteria necessary for the instrument to be classified and recorded within equity. As a result, the warrant is accounted for at fair value until settled through exercise or expiration and is classified as a derivative liability in the Unaudited Condensed Consolidated Balance Sheet at September 30, 2023. The initial $25.7 million fair value of the March 2023 Cargill Warrant was recorded as additional debt discount to the Facilities (as defined below) and a derivative liability in the "Warrant Liability" line item of the Unaudited Condensed Consolidated Balance Sheets. The change in fair value of the warrant will be remeasured each quarter until the instrument is settled or expires with changes in fair value recorded in "Change in fair value of warrant liability" in the Unaudited Condensed Consolidated Statements of Operations. The fair value of the warrant liability is determined using a Black-Scholes-Merton option pricing model. See Note 6, Debt , for more information. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which amends the guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted this guidance on January 1, 2023 using the modified retrospective method. The adoption of this guidance did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements . Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following: September 30, December 31, 2023 2022 (in thousands) Raw materials $ 2,640 $ 2,018 Production (1) 2,660 2,213 Finished goods (1) 269 54 Inventory allowance (1,076) (691) Total inventory, net $ 4,493 $ 3,594 _____________________ |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: September 30, December 31, 2023 2022 (in thousands) Machinery, equipment, and vehicles $ 41,528 $ 32,774 Land 19,253 19,296 Buildings and leasehold improvements 63,659 55,392 Construction-in-progress 155,073 56,753 Less: Accumulated depreciation (11,414) (6,371) Property and equipment, net $ 268,099 $ 157,844 Depreciation expense related to property and equ ipment was $1.7 million and $1.7 million for the three months ended September 30, 2023 and 2022, respectively, and $5.2 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: September 30, December 31, 2023 2022 (in thousands) Interest $ 8,115 $ 4,372 Construction 3,104 825 Payroll 1,469 1,470 Production 1,426 1,438 Professional services 322 894 Other 1,185 427 Total accrued liabilities $ 15,621 $ 9,426 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: September 30, December 31, 2023 2022 (in thousands) Senior Facility $ 211,927 $ 98,442 Subordinated Facility 46,673 42,500 Unamortized deferred financing costs (41,642) (21,128) Total debt $ 216,958 $ 119,814 Agreements with Cargill Financial As previously disclosed in the Company's Annual Financial Statements, Local Bounti Operating Company LLC ("Local Bounti Operating"), the Company and certain subsidiaries entered into with Cargill Financial a First Amendment, a Second Amendment, and a Third Amendment to the Credit Agreement, dated as of September 3, 2021, and the Subordinated Credit Agreement, dated as of September 3, 2021 (the "Original Credit Agreements," and the facilities thereunder, the "Senior Facility" and the "Subordinated Facility," respectively and, collectively, the "Facilities") (which are further described in the Annual Financial Statements) in March 2022, August 2022, and December 2022, respectively. As further described below, Local Bounti Operating, the Company, and certain subsidiaries entered into with Cargill Financial a Fourth Amendment, a Fifth Amendment, and a Sixth Amendment to the Original Credit Agreements (as so amended, collectively referred to as the "Amended Credit Agreements"). Fourth Amendment to the Original Credit Agreements On January 6, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Fourth Amendment to the Original Credit Agreements (the "Fourth Amendment") with Cargill Financial. The Fourth Amendment reduced the minimum liquidity covenant in each of the Original Credit Agreements from $20.0 million to $11.0 million. Fifth Amendment to the Original Credit Agreements On March 13, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Fifth Amendment to the Original Credit Agreements (the "Fifth Amendment") with Cargill Financial. The Fifth Amendment (i) reduced the amount of cash required to be held in the debt service reserve account by approximately $11.0 million until April 2, 2024, at which time the amount of cash required to be held in the debt service reserve account will be an amount equal to the sum of interest and principal payments that would be required under the Amended Credit Agreements for two calendar quarters; (ii) allowed for the payment in kind of the quarterly interest payment due and payable for the quarter ended March 31, 2023 and allowed for the payment in kind of the unused commitment fee payable for the quarter ended March 31, 2023 which amounted to $4.3 million; and (iii) reduced the minimum liquidity covenant in each of the Amended Credit Agreements from $11.0 million to $1.0 million. The aggregate amount of outstanding loans and undrawn commitments under the Amended Credit Agreements remained at $170.0 million (plus interest and fees paid in kind). Sixth Amendment to the Original Credit Agreements On March 28, 2023, Local Bounti Operating, the Company and certain subsidiaries entered into a Sixth Amendment to the Original Credit Agreements (the "Sixth Amendment") with Cargill Financial. The Sixth Amendment, among other things, (i) expanded the Facilities from $170.0 million to up to $280.0 million (plus, in each case, interest and fees paid in kind), including capital to fund construction at the Company’s facilities in Georgia, Texas, and Washington, subject to certain conditions and at Cargill Financial's discretion; (ii) allowed for the payment in kind of the quarterly interest payment due and payable for the quarter ending June 30, 2023 which amounted to $5.0 million; and (iii) added a minimum production covenant based on a projected production forecast. In consideration for the improved flexibility and the expanded size of the Facilities, Local Bounti issued Cargill Financial 5.4 million warrants with a per share exercise price of $13.00 per share (both number of warrants and per share exercise price adjusted for the Reverse Stock Split) and a 5-year term that expires on March 28, 2028 (the "March 2023 Cargill Warrant"). The Company evaluated the before and after cash flow changes resulting from the Fourth, Fifth and Sixth Amendments and concluded the change in cash flows underlying these cumulative amendments were not significantly different from the cash flows underlying the terms in the Original Credit Agreements; therefore, the Company accounted for these amendments as a modification rather than as an extinguishment. Consequently, the $25.7 million fair value of the March 2023 Cargill Warrant was recorded as an additional debt discount that will amortize to interest expense over the remaining term of the Amended Credit Agreements. Fees paid to non-lender third parties as a result of the modification have been expensed as incurred. Subsequent to the Sixth Amendment, the interest rate on the Subordinated Facility is 12.5% per annum and the interest rate on the Senior Facility is equal to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior Facility net leverage ratio) per annum, with accrued interest paid quarterly in arrears on the first business day of the subsequent quarter through the maturity date on September 3, 2028. Principal payments under the Senior Facility are payable quarterly, beginning April 1, 2025, based on a 10-year straight line amortization schedule, with the remaining unpaid balance under both the Senior Facility and the Subordinated Facility due on the September 3, 2028 maturity date. In accordance with the Original Credit Agreements, the Company is required to have a debt service reserve account which is shown as restricted cash and cash equivalents on the Unaudited Condensed Consolidated Balance Sheets. The Fifth Amendment and Sixth Amendment, taken together, reduced the minimum balance to maintain in the debt service reserve account to $0 through March 31, 2025. From and after April 1, 2025, the minimum balance to maintain in the debt service reserve account will be increased to two quarters of scheduled interest payments and two quarters of scheduled principal payments. The Amended Credit Agreements also contain 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 Facilities are secured with a first-priority lien against substantially all of the assets of the Company and its subsidiaries, including their intellectual property. The Company was in compliance with all applicable covenants as of September 30, 2023 other than the financial covenant set forth in Section 6.8(g) of the Amended Credit Agreements. On October 31, 2023, the Company, along with certain subsidiaries of the Company, entered into the Limited Covenant Waiver with Cargill Financial pursuant to which Cargill Financial waived the financial covenant set forth in Section 6.8(g) of the Amended Credit Agreements for the calendar quarter ended September 30, 2023. |
Financing Obligation
Financing Obligation | 9 Months Ended |
Sep. 30, 2023 | |
Financing Obligation [Abstract] | |
Financing Obligation | Financing Obligation On April 27, 2023, Hollandia Real Estate, LLC ("Hollandia"), a wholly-owned subsidiary of the Company, and STORE Master Funding XXXI, LLC ("STORE") consummated a $35 million multi-site sale and leaseback transaction relating to the Carpinteria Facility and the Oxnard Facility (collectively, the "Hollandia Facilities"). In connection with the sale and leaseback transaction, Hollandia and STORE entered into a Master Lease Agreement (the "STORE Lease"), dated April 27, 2023 (the "Effective Date"). Pursuant to the STORE Lease, Hollandia will lease the Hollandia Facilities from STORE, subject to the terms and conditions of the STORE Lease. The STORE Lease provides for an initial term of 25 years, commencing on the Effective Date and expiring on April 30, 2048 ("Initial Term"). Hollandia has four options to extend the Initial Term for separate renewal terms of five years each (together with the Initial Term, the "Lease Term"). Subject to adjustment as set forth in the STORE Lease, the combined annual minimum rent payable to STORE during the first year of the Lease Term is an amount equal to $3.2 million (the "Base Annual Rent") with payments made monthly, subject to annual rent increases of three percent (3%) of the Base Annual Rent. The STORE Lease contains certain representations, warranties, covenants, obligations, conditions, indemnification provisions and termination provisions customary for sale and leaseback transactions. As part of the STORE Lease, Hollandia delivered to STORE a letter of credit in an amount equal to $6.5 million as security for the full and faithful performance by Hollandia of the terms, provisions, covenants and conditions of the STORE Lease. In the event of default under the Lease, STORE shall have the right to draw on the letter of credit to satisfy any monetary obligations under the STORE Lease. The letter of credit shall be released after five (5) years, contingent on achieving certain financial metrics as specified in the STORE Lease. The $6.5 million for the letter of credit is included in "Restricted cash" on the Unaudited Condensed Consolidated Balance Sheets. The Company accounted for the STORE Lease as a financing transaction in accordance with ASC 842, Leases, as the STORE Lease was determined to be a finance lease. The presence of a finance lease indicates that control of the Hollandia Facilities has not transferred to STORE and, as such, the transaction was deemed a failed sale and leaseback and the proceeds from the sale and leaseback transaction are therefore accounted for as a financing obligation. The leased assets remain on the Unaudited Condensed Consolidated Balance Sheets and will continue to be depreciated over their original estimated useful lives, and the contractual lease payments will be allocated between interest expense (as imputed interest) and repayment of the $35 million financing obligation through April 30, 2048, which is the end of the 25-year lease term and when the Company expects control of the leased assets to transfer to STORE. The Company utilized a rate of 11.06% to calculate imputed interest and recognized $0.7 million and $1.7 million of interest expense for the three and nine months ended September 30, 2023 related to the STORE Lease. The following table summarizes future financing obligation payments for the Initial Term by fiscal year through April 30, 2048, when control of the leased assets is expected to transfer to STORE: STORE Lease Financing Obligation (in thousands) Remainder of 2023 $ 809 2024 3,302 2025 3,401 2026 3,503 2027 3,608 Thereafter 102,063 Total financing obligation payments 116,686 Unamortized deferred financing costs (222) Amount representing interest (96,645) Net financing obligation and asset at end of term 15,239 Total financing obligation $ 35,058 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 18,231 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 8,780 December 31, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 13,997 $ — $ — The fair value of the Company's money market funds is determined using quoted market prices in active markets for identical assets. The fair value of the March 2023 Cargill Warrant Liability is determined using a Black-Scholes-Merton option pricing model. The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: September 30, 2023 (in thousands) Balance as of March 28, 2023 (initial measurement) $ 25,697 Fair value measurement adjustments (15,151) Balance as of June 30, 2023 10,546 Fair value measurement adjustments (1,766) Balance as of September 30, 2023 $ 8,780 The key inputs into the Black-Scholes-Merton option pricing model used to determine the fair value of the 2023 Cargill Warrant Liability were as follows at their measurement dates: September 30, March 28, 2023 Input Share price $ 2.45 $ 5.84 Risk-free interest rate 4.60% 3.63% Volatility 128% 135% Exercise price $ 13.00 $ 13.00 Warrant life (years) 4.5 5.0 Dividend yield —% —% As of September 30, 2023 and December 31, 2022, the carrying value of the Company's cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximated their respective fair values due to their short-term maturities. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Restricted Common Stock Awards A summary of the restricted common stock awards ("RSAs") for the nine months ended September 30, 2023 is as follows: Number of Shares of Restricted Common Stock Awards 1 Average Grant-Date Fair Value 1 Unvested at December 31, 2022 288,804 $ 24.05 Forfeited (19,175) $ 36.27 Vested (46,937) $ 34.19 Unvested at September 30, 2023 222,692 $ 20.83 _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. Total expense of RSAs for the three and nine months ended September 30, 2023 was $0.3 million and $0.9 million, respectively. Total expense of RSAs for the three and nine months ended September 30, 2022 was $1.8 million and $3.6 million, respectively. As of September 30, 2023, the total compensation cost related to unvested RSAs not yet recognized is $1.0 million. Unvested RSA expense not yet recognized is expected to be recognized over a weighted average period of 1.12 years. Restricted Stock Units A summary of the restricted stock units ("RSUs") activity for the nine months ended September 30, 2023 is as follows: Number of RSUs (1) Average Grant-Date Fair Value (1) Unvested at December 31, 2022 727,484 $ 81.51 Granted 815,620 $ 8.62 Forfeited (59,648) $ 73.98 Vested (386,141) $ 66.10 Vested, unsettled 42,289 $ 73.33 Unvested and outstanding at September 30, 2023 1,139,604 $ 34.65 _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. Total expense of RSUs, net of amounts capitalized, for the three and nine months ended September 30, 2023 was $2.9 million and $12.8 million, respectively. Total expense of RSUs for the three and nine months ended September 30, 2022 was $9.1 million and $30.0 million, respectively. As of September 30, 2023, the total compensation cost related to unvested RSUs not yet recognized is $13.9 million. Unvested RSU expense not yet recognized is expected to be recognized over a weighted average period of 2.04 years. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareNet 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 the three and nine months ended September 30, 2023 and 2022 because the effects of potentially dilutive items were anti-dilutive given the Company's net loss. Diluted net loss per common share represents an adjustment to basic net loss per share attributable to common stockholders giving effect to all potential common shares that were dilutive and outstanding during the period. The following table sets forth the computation of the Company's net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended (in thousands, except share and per share data) (1) 2023 2022 2023 2022 Net loss $ (24,258) $ (27,104) $ (58,461) $ (84,539) Weighted average common stock outstanding, basic and diluted 8,019,561 6,865,001 7,893,665 6,639,879 Net loss per common share, basic and diluted $ (3.02) $ (3.95) $ (7.41) $ (12.73) _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net earnings per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Restricted Stock (1) 222,692 385,465 230,632 401,876 Warrants (2) 6,241,475 887,629 4,554,915 887,625 _____________________ (1) Share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. (2) Subsequent to the Reverse Stock Split, every 13 common shares under warrants becomes exercisable for one share of common stock at an exercise price of $149.50 per share of common stock for the Company's publicly traded warrants and $13.00 per share of common stock for the March 2023 Cargill Warrant, which is reflected in the table above. See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Seventh Amendment to Credit Agreements On October 2, 2023, the Company, along with certain subsidiaries of the Company, entered into a Seventh Amendment to the Original Credit Agreements (the "Seventh Amendment") with Cargill Financial to further amend the Original Credit Agreements. The Seventh Amendment allows for the payment in kind of the quarterly interest payments due and payable for the quarters ending September 30, 2023 and December 31, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2022 (the "Annual Financial Statements") as filed with the SEC on March 31, 2023. 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, 2023, its results of operations for the three and nine months ended September 30, 2023 and 2022, its cash flows for the nine months ended September 30, 2023 and 2022, and its stockholders' equity for the three and nine months ended September 30, 2023 and 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, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
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, 2022 (the "Annual Financial Statements") as filed with the SEC on March 31, 2023. 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, 2023, its results of operations for the three and nine months ended September 30, 2023 and 2022, its cash flows for the nine months ended September 30, 2023 and 2022, and its stockholders' equity for the three and nine months ended September 30, 2023 and 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, 2023 or any future period. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which amends the guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted this guidance on January 1, 2023 using the modified retrospective method. The adoption of this guidance did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements . Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventory consisted of the following: September 30, December 31, 2023 2022 (in thousands) Raw materials $ 2,640 $ 2,018 Production (1) 2,660 2,213 Finished goods (1) 269 54 Inventory allowance (1,076) (691) Total inventory, net $ 4,493 $ 3,594 _____________________ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: September 30, December 31, 2023 2022 (in thousands) Machinery, equipment, and vehicles $ 41,528 $ 32,774 Land 19,253 19,296 Buildings and leasehold improvements 63,659 55,392 Construction-in-progress 155,073 56,753 Less: Accumulated depreciation (11,414) (6,371) Property and equipment, net $ 268,099 $ 157,844 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: September 30, December 31, 2023 2022 (in thousands) Interest $ 8,115 $ 4,372 Construction 3,104 825 Payroll 1,469 1,470 Production 1,426 1,438 Professional services 322 894 Other 1,185 427 Total accrued liabilities $ 15,621 $ 9,426 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: September 30, December 31, 2023 2022 (in thousands) Senior Facility $ 211,927 $ 98,442 Subordinated Facility 46,673 42,500 Unamortized deferred financing costs (41,642) (21,128) Total debt $ 216,958 $ 119,814 |
Financing Obligation (Tables)
Financing Obligation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financing Obligation [Abstract] | |
Schedule of Future Payments for Financing Obligations | The following table summarizes future financing obligation payments for the Initial Term by fiscal year through April 30, 2048, when control of the leased assets is expected to transfer to STORE: STORE Lease Financing Obligation (in thousands) Remainder of 2023 $ 809 2024 3,302 2025 3,401 2026 3,503 2027 3,608 Thereafter 102,063 Total financing obligation payments 116,686 Unamortized deferred financing costs (222) Amount representing interest (96,645) Net financing obligation and asset at end of term 15,239 Total financing obligation $ 35,058 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 18,231 $ — $ — Liabilities: March 2023 Cargill Warrant Liability $ — $ — $ 8,780 December 31, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 13,997 $ — $ — |
Schedule of Changes in Level 3 Fair Value Measurement for the Warrant Liability | The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: September 30, 2023 (in thousands) Balance as of March 28, 2023 (initial measurement) $ 25,697 Fair value measurement adjustments (15,151) Balance as of June 30, 2023 10,546 Fair value measurement adjustments (1,766) Balance as of September 30, 2023 $ 8,780 |
Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Black-Scholes-Merton option pricing model used to determine the fair value of the 2023 Cargill Warrant Liability were as follows at their measurement dates: September 30, March 28, 2023 Input Share price $ 2.45 $ 5.84 Risk-free interest rate 4.60% 3.63% Volatility 128% 135% Exercise price $ 13.00 $ 13.00 Warrant life (years) 4.5 5.0 Dividend yield —% —% |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Common Stock Awards, Activity | A summary of the restricted common stock awards ("RSAs") for the nine months ended September 30, 2023 is as follows: Number of Shares of Restricted Common Stock Awards 1 Average Grant-Date Fair Value 1 Unvested at December 31, 2022 288,804 $ 24.05 Forfeited (19,175) $ 36.27 Vested (46,937) $ 34.19 Unvested at September 30, 2023 222,692 $ 20.83 _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Summary of Restricted Stock Unit, Activity | A summary of the restricted stock units ("RSUs") activity for the nine months ended September 30, 2023 is as follows: Number of RSUs (1) Average Grant-Date Fair Value (1) Unvested at December 31, 2022 727,484 $ 81.51 Granted 815,620 $ 8.62 Forfeited (59,648) $ 73.98 Vested (386,141) $ 66.10 Vested, unsettled 42,289 $ 73.33 Unvested and outstanding at September 30, 2023 1,139,604 $ 34.65 _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: Three Months Ended September 30, Nine Months Ended (in thousands, except share and per share data) (1) 2023 2022 2023 2022 Net loss $ (24,258) $ (27,104) $ (58,461) $ (84,539) Weighted average common stock outstanding, basic and diluted 8,019,561 6,865,001 7,893,665 6,639,879 Net loss per common share, basic and diluted $ (3.02) $ (3.95) $ (7.41) $ (12.73) _____________________ (1) Share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Schedule of Antidilutive Securities Weighted-average Shares Outstanding of Securities That Could Potentially Dilute Basic Net Loss Per Share | The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net earnings per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Restricted Stock (1) 222,692 385,465 230,632 401,876 Warrants (2) 6,241,475 887,629 4,554,915 887,625 _____________________ (1) Share amounts have been retroactively adjusted to reflect the Reverse Stock Split. See Note 2, Summary of Significant Accounting Policies , for additional detail. (2) Subsequent to the Reverse Stock Split, every 13 common shares under warrants becomes exercisable for one share of common stock at an exercise price of $149.50 per share of common stock for the Company's publicly traded warrants and $13.00 per share of common stock for the March 2023 Cargill Warrant, which is reflected in the table above. See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Nov. 14, 2023 USD ($) | Jun. 04, 2023 $ / shares shares | Apr. 03, 2023 | Sep. 30, 2023 USD ($) $ / shares | Mar. 28, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Class of Stock [Line Items] | ||||||||
Accumulated deficit | $ (237,774,000) | $ (179,313,000) | ||||||
Cash and cash equivalents and restricted cash | $ 18,338,000 | $ 24,938,000 | $ 23,981,000 | $ 101,077,000 | ||||
Stock splits ratio | 0.0769 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of securities called by each warrant (in shares) | shares | 0.0769 | |||||||
Number of common stock called by warrants (in shares) | shares | 81,139,179 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 149.50 | |||||||
Warrant liability | $ 8,780,000 | $ 0 | ||||||
March 2023 Cargill Warrant | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant liability | $ 25,700,000 | |||||||
Sixth Amendment To Original Credit Agreement | Loans Payable | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, face amount | $ 280,000,000 | |||||||
Sixth Amendment To Original Credit Agreement | March 2023 Cargill Warrant | Loans Payable | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 13 | |||||||
Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, conditional working capital borrowing capacity, amount | $ 10,000,000 | |||||||
Subsequent Event | Conditional Commitment Letters | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, face amount | $ 230,000,000 | |||||||
Debt effective interest rate | 8.80% | |||||||
Subsequent Event | Conditional Commitment Letters | Secured Overnight Financing Rate (SOFR) | ||||||||
Class of Stock [Line Items] | ||||||||
Debt basis spread on variable rate | 3.45% | |||||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Stock splits ratio | 0.50 | |||||||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Stock splits ratio | 0.04 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Raw materials | $ 2,640 | $ 2,018 |
Production | 2,660 | 2,213 |
Finished goods | 269 | 54 |
Inventory allowance | (1,076) | (691) |
Total inventory, net | 4,493 | $ 3,594 |
Revision of prior period, reclassification, adjustment | ||
Inventory [Line Items] | ||
Production | 1,800 | |
Finished goods | $ (1,800) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Less: Accumulated depreciation | $ (11,414) | $ (11,414) | $ (6,371) | ||
Property and equipment, net | 268,099 | 268,099 | 157,844 | ||
Depreciation | 1,700 | $ 1,700 | 5,152 | $ 3,477 | |
Machinery, equipment, and vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 41,528 | 41,528 | 32,774 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 19,253 | 19,253 | 19,296 | ||
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 63,659 | 63,659 | 55,392 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 155,073 | $ 155,073 | $ 56,753 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Interest | $ 8,115 | $ 4,372 |
Construction | 3,104 | 825 |
Payroll | 1,469 | 1,470 |
Production | 1,426 | 1,438 |
Professional services | 322 | 894 |
Other | 1,185 | 427 |
Total accrued liabilities | $ 15,621 | $ 9,426 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ (41,642) | $ (21,128) |
Total debt | 216,958 | 119,814 |
Senior Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 211,927 | 98,442 |
Subordinated Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 46,673 | $ 42,500 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 6 Months Ended | 9 Months Ended | ||||||
Mar. 13, 2023 USD ($) quarter | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 04, 2023 $ / shares | Mar. 28, 2023 USD ($) quarter $ / shares shares | Jan. 06, 2023 USD ($) | Jan. 05, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 149.50 | |||||||
Warrant liability | $ 8,780,000 | $ 8,780,000 | $ 0 | |||||
March 2023 Cargill Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant liability | $ 25,700,000 | $ 25,700,000 | ||||||
Loans Payable | First Amendment of the Credit Agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, minimum liquidity amount | $ 20,000,000 | |||||||
Loans Payable | Fourth Amendment of the Credit Agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, minimum liquidity amount | $ 11,000,000 | |||||||
Loans Payable | Fifth Amendment of the Credit Agreements | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, minimum liquidity amount | $ 1,000,000 | |||||||
Debt covenant, debt service reserve account requirement | $ 11,000,000 | |||||||
Debt covenant, debt service reserve account requirement, number of calendar quarters | quarter | 2 | |||||||
Debt covenant, payment in kind of quarterly interest and unused commitment fee payable | $ 4,300,000 | |||||||
Debt, face amount | $ 170,000,000 | |||||||
Loans Payable | Sixth Amendment To Original Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, debt service reserve account requirement | $ 0 | |||||||
Debt, face amount | 280,000,000 | |||||||
Debt covenant, payment in kind of quarterly interest payment due and payable | $ 5,000,000 | |||||||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled interest payments | quarter | 2 | |||||||
Debt covenant, debt service reserve account requirement, number of quarters of scheduled amortization payments | quarter | 2 | |||||||
Loans Payable | Sixth Amendment To Original Credit Agreement | March 2023 Cargill Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants outstanding (in shares) | shares | 5.4 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 13 | |||||||
Warrants term | 5 years | |||||||
Loans Payable | Subordinated Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt effective interest rate | 12.50% | 12.50% | ||||||
Loans Payable | Senior Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, amortization period | 10 years | |||||||
Loans Payable | Senior Facility | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt basis spread on variable rate | 7.50% | |||||||
Loans Payable | Senior Facility | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt basis spread on variable rate | 8.50% |
Financing Obligation - Narrativ
Financing Obligation - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 27, 2023 USD ($) extensionOption | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Sale Leaseback Transaction [Line Items] | ||||
Interest on financing obligation | $ 144 | $ 333 | ||
STORE Lease | ||||
Sale Leaseback Transaction [Line Items] | ||||
Sale and leaseback transaction, amount | $ 35,000 | |||
Sale and leaseback transaction, initial term | 25 years | |||
Sale and leaseback transaction, options to extend | extensionOption | 4 | |||
Sale and leaseback transaction, renewal terms | 5 years | |||
Sale and leaseback transaction, base annual rent | $ 3,200 | |||
Sale and leaseback transaction, base annual rent, increase percentage | 3% | |||
Letters of credit included in restricted cash and cash equivalents | $ 6,500 | |||
Sale and leaseback transaction, letter of credit term | 5 years | |||
Sale and finance leaseback transaction, imputed interest rate | 11.06% | 11.06% | ||
Interest on financing obligation | $ 700 | $ 1,700 |
Financing Obligation - Schedule
Financing Obligation - Schedule of Future Financing Obligation Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Sale Leaseback Transaction [Line Items] | ||
Total financing obligation | $ 49,057 | $ 14,139 |
STORE Lease | ||
Sale Leaseback Transaction [Line Items] | ||
Remainder of 2023 | 809 | |
2024 | 3,302 | |
2025 | 3,401 | |
2026 | 3,503 | |
2027 | 3,608 | |
Thereafter | 102,063 | |
Total financing obligation payments | 116,686 | |
Unamortized deferred financing costs | (222) | |
Amount representing interest | (96,645) | |
Net financing obligation and asset at end of term | 15,239 | |
Total financing obligation | $ 35,058 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 | Warrants | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | $ 0 | |
Level 1 | Money market funds | ||
Assets: | ||
Assets, fair value | 18,231 | $ 13,997 |
Level 2 | Warrants | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | 0 | |
Level 2 | Money market funds | ||
Assets: | ||
Assets, fair value | 0 | 0 |
Level 3 | Warrants | ||
Liabilities: | ||
March 2023 Cargill Warrant Liability | 8,780 | |
Level 3 | Money market funds | ||
Assets: | ||
Assets, fair value | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Level 3 Fair Value Measurement for the Warrant Liability (Details) - Fair Value, Recurring - Warrants - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 10,546 | $ 25,697 |
Fair value measurement adjustments | (1,766) | (15,151) |
Ending balance | $ 8,780 | $ 10,546 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Key Inputs (Details) | Sep. 30, 2023 $ / shares year | Mar. 28, 2023 $ / shares year |
Share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.45 | 5.84 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.0460 | 0.0363 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.28 | 1.35 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 13 | 13 |
Warrant life (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | year | 4.5 | 5 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock Awards and Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Common Stock Awards | |
Number of Shares of Restricted Common Stock Awards | |
Unvested beginning balance (in shares) | shares | 288,804 |
Forfeited (in shares) | shares | (19,175) |
Vested (in shares) | shares | (46,937) |
Unvested ending balance (in shares) | shares | 222,692 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 24.05 |
Forfeited (in dollars per share) | $ / shares | 36.27 |
Vested (in dollars per share) | $ / shares | 34.19 |
Unvested ending balance (in dollars per share) | $ / shares | $ 20.83 |
Restricted Stock Units (RSUs) | |
Number of Shares of Restricted Common Stock Awards | |
Unvested beginning balance (in shares) | shares | 727,484 |
Granted (in shares) | shares | 815,620 |
Forfeited (in shares) | shares | (59,648) |
Vested (in shares) | shares | (386,141) |
Vested, unsettled (in shares) | shares | 42,289 |
Unvested ending balance (in shares) | shares | 1,139,604 |
Average Grant-Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 81.51 |
Granted (in dollars per share) | $ / shares | 8.62 |
Forfeited (in dollars per share) | $ / shares | 73.98 |
Vested (in dollars per share) | $ / shares | 66.10 |
Vested, unsettled (in dollars per share) | $ / shares | 73.33 |
Unvested ending balance (in dollars per share) | $ / shares | $ 34.65 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,265 | $ 10,907 | $ 13,658 | $ 33,616 |
Restricted Common Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 300 | 1,800 | 900 | 3,600 |
Cost not yet recognized, amount | 1,000 | $ 1,000 | ||
Cost not yet recognized, period for recognition | 1 year 1 month 13 days | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,900 | $ 9,100 | $ 12,800 | $ 30,000 |
Cost not yet recognized, amount | $ 13,900 | $ 13,900 | ||
Cost not yet recognized, period for recognition | 2 years 14 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, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||||
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (24,258) | $ (10,676) | $ (23,527) | $ (27,104) | $ (31,663) | $ (25,772) | $ (58,461) | $ (84,539) | |||
Weighted average common stock outstanding, basic (in shares) | 8,019,561 | 6,865,001 | 7,893,665 | [1] | 6,639,879 | [1] | |||||
Weighted average common stock outstanding, diluted (in shares) | 8,019,561 | [1] | 6,865,001 | 7,893,665 | [1] | 6,639,879 | [1] | ||||
Net loss per common share, basic (in dollars per share) | $ (3.02) | [1] | $ (3.95) | $ (7.41) | [1] | $ (12.73) | [1] | ||||
Net loss per common share, diluted (in dollars per share) | $ (3.02) | $ (3.95) | $ (7.41) | [1] | $ (12.73) | [1] | |||||
[1] Prior comparative period share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split (as defined below). See Note 2, Summary of Significant Accounting Policies , for additional detail. |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) | 3 Months Ended | 9 Months Ended | |||
Jun. 04, 2023 $ / shares shares | Sep. 30, 2023 shares | Sep. 30, 2022 shares | Sep. 30, 2023 shares | Sep. 30, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock splits ratio | 0.0769 | ||||
Number of securities called by each warrant (in shares) | 0.0769 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 149.50 | ||||
Restricted Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 222,692 | 385,465 | 230,632 | 401,876 | |
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,241,475 | 887,629 | 4,554,915 | 887,625 |