Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39288 | ||
Entity Registrant Name | AppHarvest, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-5042965 | ||
Entity Address, Address Line One | 500 Appalachian Way | ||
Entity Address, City or Town | Morehead | ||
Entity Address, State or Province | KY | ||
Entity Address, Postal Zip Code | 40351 | ||
City Area Code | 606 | ||
Local Phone Number | 653-6100 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,055,255,392 | ||
Entity Common Stock, Shares Outstanding (in shares) | 101,372,448 | ||
Documents Incorporated by Reference | None. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001807707 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Stock, $0.0001 par value per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | APPH | ||
Security Exchange Name | NASDAQ | ||
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | APPHW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Louisville, Kentucky |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 150,755 | $ 21,909 |
Restricted cash | 25,556 | 0 |
Accounts receivable, net | 1,575 | 0 |
Inventories, net | 4,998 | 3,387 |
Prepaid expenses and other current assets | 5,613 | 481 |
Total current assets | 188,497 | 25,777 |
Operating lease right-of-use assets, net | 5,010 | 1,307 |
Property and equipment, net | 343,913 | 152,645 |
Other assets, net | 16,644 | 1,188 |
Total non-current assets | 365,567 | 155,140 |
Total assets | 554,064 | 180,917 |
Current Liabilities: | ||
Accounts payable | 8,553 | 1,342 |
Accrued expenses | 15,794 | 5,184 |
Current portion of lease liabilities with a related party | 0 | 59,217 |
Current portion of lease liabilities | 751 | 166 |
Current portion of financing obligation with a related party | 0 | 58,795 |
Current portion of long-term debt | 28,020 | 0 |
Note payable with a related party | 0 | 30,000 |
Other current liabilities | 119 | 77 |
Total current liabilities | 53,237 | 154,781 |
Long-term debt, net of current portion | 102,637 | 0 |
Lease liabilities, net of current portion | 4,938 | 1,370 |
Deferred income tax liabilities | 2,418 | 0 |
Private Warrant liabilities | 1,385 | 0 |
Other liabilities | 1,809 | 0 |
Total non-current liabilities | 113,187 | 1,370 |
Total liabilities | 166,424 | 156,151 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, par value $0.0001, 10,000 shares authorized, 0 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, par value $0.0001, 750,000 shares authorized, 101,136 and 44,461 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 10 | 4 |
Additional paid-in capital | 576,895 | 45,890 |
Accumulated deficit | (187,314) | (21,128) |
Accumulated other comprehensive loss | (1,951) | 0 |
Total stockholders’ equity | 387,640 | 24,766 |
Total liabilities and stockholders’ equity | $ 554,064 | $ 180,917 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 101,136,000 | 44,461,000 |
Common stock, shares outstanding (in shares) | 101,136,000 | 44,461,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 9,050,000 | $ 0 |
Cost of goods sold | 41,938,000 | 0 |
Gross profit (loss) | (32,888,000) | 0 |
Operating expenses | ||
Selling, general and administrative expenses | 107,245,000 | 16,471,000 |
Goodwill and other intangible asset impairment | 59,901,000 | 0 |
Total operating expenses | 167,146,000 | 16,471,000 |
Loss from operations | (200,034,000) | (16,471,000) |
Other income (expense): | ||
Development fee income from a related party | 0 | 406,000 |
Interest expense from related parties | (658,000) | (1,423,000) |
Change in fair value of Private Warrants | 35,047,000 | 0 |
Other | 448,000 | 49,000 |
Loss before income taxes | (165,197,000) | (17,439,000) |
Income tax expense | (989,000) | (9,000) |
Net loss | (166,186,000) | (17,448,000) |
Other comprehensive loss: | ||
Net unrealized losses on derivatives contracts, net of tax | (1,951,000) | 0 |
Comprehensive loss | $ (168,137,000) | $ (17,448,000) |
Net loss per common share: | ||
Net loss per common share, basic (in dollars per share) | $ (1.74) | $ (0.46) |
Net loss per common share, diluted (in dollars per share) | $ (1.74) | $ (0.46) |
Weighted average common shares outstanding: | ||
Weighted-average common shares outstanding, basic (in shares) | 95,571 | 38,072 |
Weighted-average common shares outstanding, diluted (in shares) | 95,571 | 38,072 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported | Adjustment | Common Stock | Common StockPreviously Reported | Common StockAdjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalAdjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitAdjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported | Accumulated Other Comprehensive LossAdjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 30,800 | 9,677 | 21,123 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 9,076 | $ (3,182) | $ 12,258 | $ 3 | $ 1 | $ 2 | $ 12,753 | $ 497 | $ 12,256 | $ (3,680) | $ (3,680) | $ 0 | $ 0 | $ 0 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (17,448) | (17,448) | |||||||||||||
Issuance of preferred shares, net (in shares) | 13,503 | ||||||||||||||
Issuance of preferred shares, net | $ 32,949 | $ 1 | 32,948 | ||||||||||||
Stock option exercised (in shares) | 2,100 | 158 | |||||||||||||
Stock options exercised | $ 35 | 35 | |||||||||||||
Stock-based compensation | 154 | 154 | |||||||||||||
Other comprehensive loss | 0 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 44,461 | ||||||||||||||
Ending balance at Dec. 31, 2020 | 24,766 | $ 4 | 45,890 | (21,128) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | $ (166,186) | (166,186) | |||||||||||||
Stock option exercised (in shares) | 135 | 135 | |||||||||||||
Stock options exercised | $ 39 | 39 | |||||||||||||
Stock-based compensation | 40,910 | 40,910 | |||||||||||||
Business Combination and PIPE shares, net (in shares) | 53,361 | ||||||||||||||
Business Combination and PIPE shares, net | 433,527 | $ 6 | 433,521 | ||||||||||||
Conversion of Private Warrants | 9,133 | 9,133 | |||||||||||||
Exercise of warrants ( in shares) | 8 | ||||||||||||||
Exercise of warrants | 95 | 95 | |||||||||||||
Issuance of common stock for acquisition of Root AL (in shares) | 2,329 | ||||||||||||||
Issuance of common stock for acquisition of Root AI | 48,991 | 48,991 | |||||||||||||
Vesting of restricted stock units (in shares) | 605 | ||||||||||||||
Vesting of restricted stock units | (3,216) | (3,216) | |||||||||||||
Issuance of stock options for acquisition of Root AI | 361 | 361 | |||||||||||||
Issuance of common stock for commitment shares (in shares) | 198 | ||||||||||||||
Issuance of common stock for commitment shares | 1,006 | 1,006 | |||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 39 | ||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 165 | 165 | |||||||||||||
Other comprehensive loss | (1,951) | (1,951) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 101,136 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 387,640 | $ 10 | $ 576,895 | $ (187,314) | $ (1,951) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Operating Activities | ||
Net loss | $ (166,186) | $ (17,448) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of Private Warrants | (35,047) | 0 |
Deferred income tax provision | 989 | 9 |
Depreciation and amortization | 10,794 | 176 |
Stock-based compensation expense | 40,910 | 154 |
Issuance of common stock for commitment shares | 1,006 | 0 |
Rent payments (in excess of) less than average rent expense, net | (10) | 26 |
Interest accrual on financing with related parties | 0 | 1,414 |
Amortization of development fee with a related party | 0 | (406) |
Goodwill and other intangible asset impairment | 59,901 | 0 |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable | (1,316) | 0 |
Inventories, net | (1,611) | (2,962) |
Prepaid expenses and other current assets | (4,872) | (347) |
Other assets, net | (10,528) | (948) |
Accounts payable | 402 | 1,175 |
Accrued expenses | 2,366 | 1,933 |
Other current liabilities | (874) | 77 |
Other non-current liabilities | 153 | 4,000 |
Net cash used in operating activities | (103,924) | (13,147) |
Investing Activities | ||
Purchases of property and equipment | (177,742) | (35,682) |
Purchases of property and equipment from a related party | (122,911) | 0 |
Cost of acquisition, net of cash acquired | (9,756) | 0 |
Investment in unconsolidated entity | (5,000) | 0 |
Net cash used in investing activities | (315,409) | (35,682) |
Financing Activities | ||
Proceeds from debt to a related party | 0 | 32,000 |
Proceeds from Business Combination and PIPE Shares, net | 448,500 | 0 |
Proceeds from debt | 131,278 | 0 |
Debt issuance costs | (1,038) | 0 |
Payments on financing obligation to a related party | (2,089) | (258) |
Proceeds from stock options exercised | 39 | 35 |
Proceeds from employee stock purchase plan | 165 | 0 |
Proceeds from exercise of warrants | 95 | 0 |
Payments of withholding taxes on restricted stock conversions | (3,216) | 0 |
Issuance of preferred stock, net | 0 | 32,949 |
Other financing activities | 0 | (19) |
Net cash provided by financing activities | 573,734 | 64,707 |
Change in cash, cash equivalents and restricted cash | 154,402 | 15,878 |
Beginning of period | 21,909 | 6,031 |
Cash, cash equivalents and restricted cash at the end of period | 176,311 | 21,909 |
Less restricted cash at the end of the period | 25,556 | 0 |
Cash and cash equivalents at the end of period | 150,755 | 21,909 |
Non-cash activities | ||
Fixed assets purchases in accounts payable | 6,779 | 0 |
Fixed assets purchases in accrued liabilities | 8,826 | 2,574 |
Operating lease right-of-use assets and liabilities | 3,989 | 1,441 |
Conversion of equipment loan to finance lease liability with a related party | $ 0 | $ 2,089 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business AppHarvest, Inc. (the “Company”, or “AppHarvest”) was founded on January 19, 2018. Together with its subsidiaries, AppHarvest is an applied agricultural technology company in Appalachia developing and operating some of the world’s largest high-tech indoor farms, which are designed to grow non-GMO produce, free of or with minimal chemical pesticide residues, use primarily rainwater, and produce significantly higher yields than those achieved by traditional agriculture on the same amount of land. AppHarvest combines conventional agricultural techniques with cutting-edge technology, including artificial intelligence and robotics, to improve access to nutritious food, farming more sustainably, building a domestic food supply, and increasing investment in Appalachia. Prior to October 2020, AppHarvest’s operations were limited to the start-up concerns of organizing and staffing, business planning, raising capital, and acquiring and developing properties for Controlled Environment Agriculture (“CEA”). In October 2020, AppHarvest partially opened its first CEA facility in Morehead, Kentucky (the “Morehead CEA facility”). AppHarvest harvested its first crop of beefsteak tomatoes and tomatoes on the vine in January 2021 and March 2021, respectively. In May 2021, AppHarvest opened production of the full 60 acres at the Morehead CEA facility and, in August 2021, concluded the first harvest. The Company completed planting of its second crop at the Morehead CEA facility in September 2021, and began harvest of the crop in the fourth quarter of 2021. AppHarvest has started construction on four more CEA facilities. Two of the facilities under construction are located in Berea, Kentucky (the “Berea salad greens facility”) and Richmond, Kentucky (the “Richmond tomato facility”). Groundbreakings for two more CEA facilities occurred in June 2021 in Somerset, Kentucky (the “Somerset facility”) and Morehead, Kentucky (the “Morehead salad greens facility”). The Somerset facility is intended to grow berries and the Morehead salad greens facility, which is adjacent to the Morehead CEA facility, is intended to grow salad greens. During 2021, the Company temporarily paused the development of the 10-acre Morehead salad greens facility, with construction expected to resume in 2022. AppHarvest is organized as a single operating segment. Substantially all of the assets and operations of AppHarvest are located in the United States (“U.S.”). Basis of Presentation On January 29, 2021, (the “Closing Date”), Novus Capital Corporation (“Novus”), a special purpose acquisition company, consummated the business combination agreement and plan of reorganization (the “Business Combination Agreement”) dated September 2020, by and among ORGA, Inc., a wholly owned subsidiary of Novus (“Merger Sub”), and AppHarvest Operations, Inc., a Delaware corporation (f/k/a AppHarvest, Inc.) (“Legacy AppHarvest”). Pursuant to the terms of the Business Combination Agreement, a business combination between Novus and Legacy AppHarvest was effected through the merger of Merger Sub with and into Legacy AppHarvest, with Legacy AppHarvest surviving the merger as a wholly-owned subsidiary of Novus (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the Closing Date, Novus changed its name to AppHarvest, Inc. Pursuant to the Business Combination Agreement, the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Novus is treated as the “acquired” company and Legacy AppHarvest is treated as the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of Legacy AppHarvest issuing stock for the net assets of Novus, accompanied by a recapitalization. The net assets of Novus are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy AppHarvest was determined to be the accounting acquirer based on the following predominant factors: • Legacy AppHarvest stockholders have the largest portion of voting rights in the Company; • The Board and Management are primarily composed of individuals associated with Legacy AppHarvest; and • Legacy AppHarvest was the larger entity based on historical operating activity and Legacy AppHarvest had the larger employee base at the time of the Business Combination. In connection or concurrent with the Business Combination: • Each share of Legacy AppHarvest redeemable convertible preferred stock that was issued and outstanding prior to the Business Combination was automatically converted into shares of Legacy AppHarvest common stock, such that each converted share of redeemable convertible preferred stock was no longer outstanding and ceased to exist. • Novus assumed an outstanding convertible note issued by Legacy AppHarvest (the “Legacy AppHarvest Convertible Note”) after the date of the Business Combination Agreement and before the Merger. At the time of the Merger, the outstanding principal and unpaid accrued interest due on the Legacy AppHarvest Convertible Note were converted into shares of the Company’s common stock in accordance with the terms of the Legacy AppHarvest Convertible Note, and such converted Legacy AppHarvest Convertible Note was no longer outstanding and ceased to exist, and any liens securing obligations under the Legacy AppHarvest Convertible Note were released. • Each share of Legacy AppHarvest common stock, including the Legacy AppHarvest common stock issued upon conversion of the Legacy AppHarvest redeemable convertible preferred stockholders, was converted into and exchanged for 2.1504 shares (the “Exchange Ratio”) of the Company’s common stock. • Each option to purchase Legacy AppHarvest common stock that was outstanding, whether vested or unvested, was converted into an option to purchase a number of shares of the Company’s common stock equal to the product(rounded down to the nearest whole number) of (i) the number of shares of Legacy AppHarvest common stock subject to such Legacy AppHarvest option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy AppHarvest option, divided by (B) the Exchange Ratio. • Each restricted stock unit awarded by Legacy AppHarvest that was outstanding, whether vested or unvested, was converted into an award of restricted stock units to acquire a number of shares of the Company common stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy AppHarvest Common Stock subject to the Legacy AppHarvest restricted stock unit award and (2) the Exchange Ratio. • On the Closing Date, a number of purchasers purchased from the Company an aggregate of 37,500 shares of common stock in a private placement pursuant to separate subscription agreement (the “PIPE investment”), for $10.00 per share and an aggregate purchase price of $375,000. • The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 760,000 shares, of which 750,000 shares were designated common stock, $0.0001 par value per share, and 10,000 shares designated preferred stock, $0.0001 par value per share. These transactions, together with the Business Combination, are collectively referred to as the “Recapitalization Transaction”. Upon closing of the Business Combination, the Company received gross proceeds of $475,000, including $375,000 in gross proceeds from the fully committed common stock PIPE. The consolidated assets, liabilities and results of operations are those of Legacy AppHarvest for all periods presented. However, the equity structure has been recast for all periods presented to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy AppHarvest stockholders in connection with the Recapitalization Transaction. As such, the shares and corresponding capital amounts and losses per share related to Legacy AppHarvest redeemable convertible preferred stock and Legacy AppHarvest common stock prior to the Business Combination have been retroactively recast based on shares reflecting the Exchange Ratio established in the Business Combination. Activity within the Statements of Stockholders’ Equity for the issuance of Legacy AppHarvest redeemable convertible preferred stock and SAFE Note conversion also have been retroactively converted to the Company’s common stock. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). All U.S. Dollar and share amounts are in thousands, except per share amounts, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Nature of Operations The high-tech greenhouse agriculture business is extremely capital-intensive and the Company expects to expend significant resources to complete the build-out of facilities under construction, continue harvesting existing crops and plant and harvest new crops in the existing and future CEA facilities. These expenditures are expected to include working capital, costs of acquiring and building out new facilities, costs associated with planting and harvesting, such as the purchase of seeds and growing supplies, and the cost of attracting, developing and retaining a skilled labor force, including local labor. In addition, other unanticipated costs may arise due to the unique nature of these CEA facilities and increased production in the Company’s single operating facility at full capacity. The Company also expects to expend significant resources as it invests in CEA technologies and pursues other strategic investments in the CEA industry. The Company has incurred losses from operations and generated negative cash flows from operating activities since inception. The Company expects that its existing cash and credit available under the loan agreements will be sufficient to fund planned operating expenses, capital expenditure requirements and any debt service payments through at least the next 12 months from the date of Company’s filing of its 2021 Annual Report on Form 10-K. However, the operating plan may change because of factors currently unknown, and the Company may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. There can be no assurance that financing will be available to the Company on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for the Company to operate the business or implement its growth plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, and private warrants. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global outbreak of the novel coronavirus disease (“COVID-19”) and related variants. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned, majority owned or controlled subsidiaries, collectively referred to as the Company. The Company consolidates entities in which it holds a controlling financial interest. For voting interest entities, the Company is considered to hold a controlling financial interest when it is able to exercise control over the investees’ operating and financial decisions. At December 31, 2021 and 2020, the Company does not have interests in any entities that would be considered variable interest entities. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with current period presentation. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents. The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. Restricted cash represents collateral for a promissory note with JPMorgan Chase Bank, N.A. (the “JPM Note”) which requires 105% of the aggregate borrowings to be held as collateral. See Note 10- Debt for more information on the JPM Note. Accounts Receivable The Company’s trade accounts receivable are non-interest bearing and are recorded at the net realizable value. The allowance for doubtful accounts represents the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. As of December 31, 2021, the Company had no allowance for doubtful accounts. Warrants At December 31, 2021 , there were 13,242 warrants to purchase Common Stock outstanding, consisting of 10,907 public warrants (“Public Warrants”) and 2,335 private warrants (“Private Warrants” and together with Public Warrants, “Warrants”). The Private Warrants are held by the Novus initial stockholders. Each warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. The warrants expire on January 29, 2026, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: • In whole and not in part • At a price of $0.01 per Warrant; • Upon not less than 30 days’ prior written notice of redemption; • If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As a result of the provisions in the warrant agreement that provide for differences in the mechanics of a cashless exercise dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions preclude the Private Warrants from being classified in equity. Accordingly, the Private Warrants are classified as a liability and remeasured at fair value at each reporting date. Changes in fair value of the Private Warrants are recognized in the Company’s consolidated statement of operations and comprehensive loss. The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model. See Note 4 - Fair Value Measurements for inputs used in calculating the estimated fair value. The Public Warrants are equity classified financial instruments. Derivative Financial Instruments Derivative financial instruments are used to manage foreign currency, exchange, and interest rate risks. The financial instruments used by the Company are straight-forward, non-leveraged instruments. The counterparties to these financial instruments with strong credit ratings. The Company maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit ratings of these institutions. For all transactions designated as hedges, the hedging relationships are formally documented at the inception and on an ongoing basis in offsetting changes in cash flows of the hedged transaction. The Company records derivative financial instruments on the consolidated balance sheets as either an asset or liability measured at its fair value. Changes in a derivative fair value (i.e. unrealized gains or losses) are recorded each period in earnings unless the derivative qualifies as a hedging instrument. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the consolidated balance sheets as a component of accumulated other comprehensive loss (“AOCL”) and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Loss when the hedged item affects net income. The ineffective portion of the change in fair value of a hedge, if any, is recognized in net loss immediately. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded to net loss immediately. Business Combinations The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date. The Company utilizes management estimates and an independent third-party valuation firm to assist in determining these fair values. The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. Capitalization of Interest The Company capitalizes interest on capital projects in accordance with ASC 835-20, Capitalization of Interest, which requires the capitalization of interest costs to get certain assets ready for their intended use. The Company capitalizes interest costs on borrowings during the construction period of major construction projects as part of the cost of the constructed assets. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the year ended December 31, 2021, $2,260 of interest expense has been capitalized. No interest was capitalized during the year ended December 31, 2020 . See Note 10 - Debt for more information regarding capitalized interest. Debt Issuance Costs Debt issuance costs are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to debt instruments other than lines of credit are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability. Debt issuance costs associated with lines of credit are presented on the consolidated balance sheets as other current or non-current assets. Goodwill and Other Acquired Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Separate identifiable intangible assets are stated at their historical cost and, for those with definite lives, amortized on a straight-line basis over their expected useful lives. The Company conducts annual impairment tests of goodwill on the first day of the fourth quarter and additional impairment reviews when events and circumstances indicate it is more likely than not that an impairment may have occurred. The Company assesses goodwill for impairment at the consolidated level, which represents its single reporting unit. If the fair value of the reporting unit is less than its carrying amount, the Company would record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized cannot exceed the amount of goodwill allocated to the reporting unit. In evaluating goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of its single reporting unit to its carrying amount, including goodwill. A qualitative assessment was performed by the Company on October 1, 2021. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, and overall financial performance, among others. Under a quantitative assessment, fair value of the Company’s single reporting unit is estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of judgments are involved in the application of the DCF model, including projections of business performance, weighted average cost of capital, and terminal values. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data derived from publicly traded peer group companies. The Company reviews separately identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the intangible assets over the remaining amortization period, if any. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. As of December 31, 2021, the Company identified an indicator of impairment and determined it was no longer more likely than not that the fair value of the Company’s sole reporting unit was in excess of the carrying value and that the carrying value of separately identifiable intangible assets was not recoverable. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of December 31, 2021, and the Company recorded an impairment of the carrying value of goodwill and definite lived intangible asset related to its acquisition of Root AI, Inc. (“Root AI”) on April 7, 2021 (the “Root AI Acquisition”). The December 31, 2021 impairment reflects current market valuations and strategic investment requirements as the Company continues to develop commercial technologies and pursue other strategic investments in the CEA industry. The following is a roll forward of the goodwill and definite-lived intangible assets activity during the year ended December 31, 2021: Goodwill Definite-lived Balance, December 31, 2020 $ — $ — Root AI Acquisition 50,863 9,754 Amortization — (716) Impairment (50,863) (9,038) Balance, December 31, 2021 $ — $ — Inventories Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Finished goods inventories represent costs associated with boxed produce not yet sold. Growing crop inventories primarily represent the costs associated with growing produce within the Company’s CEA facilities. Materials and supplies primarily represent growing and packaging supplies. Inventory costs are comprised of the purchase and transportation cost plus production labor and overhead. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions or renewals and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: • Building: 25 years • Leasehold and building improvements: the lessor of the lease term or 4 to 10 years. • Machinery: 5 to 10 years • Equipment: 3 to 10 years Assets held under financing leases are recorded at the net present value of the minimum lease payments, net of incentives provided by the lessor. Depreciation expense for assets held under financing leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. If the related lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise or the lease transfers ownership of the underlying asset to the Company by the end of the lease term, depreciation expense is computed over the estimated useful life of the asset. Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not record any impairment losses for the years ended December 31, 2021 and 2020. Leases The Company determines if an arrangement contains a lease at inception. The right-of-use assets, net and liabilities associated with leases are recognized based on the present value of the future minimum lease payments over the lease term. The Company uses its incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable such costs will be incurred. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized in the consolidated balance sheet is recognized on a straight-line basis over the lease term. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. Variable lease expense, which primarily includes taxes and insurance are expensed as incurred. When contracts contain lease and non-lease components, the Company generally accounts for both components as a single lease component. Income Taxes The C ompany recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company does not have any uncertain tax positions. The Company’s policy is to recognize interest and penalties on uncertain tax positions as income tax expense. Retirement Plans The AppHarvest 401(k) Plan provides for matching contributions. The Company incurred $762 and $105 of expenses associated with the 401(k) Plan for the years ended December 31, 2021 and 2020, respectively. Stock-Based Compensation The Company recognizes in its Consolidated Statements of Operations and Comprehensive Loss the grant-date fair value of stock options, and restricted stock units (“RSUs”) issued to employees and directors. Stock-based compensation expense related to stock options and time-based RSUs are recognized on a straight-line basis over the associated service period of the award, which is generally the vesting term. Certain restricted stock unit awards are subject to service-, market- and performance-based vesting conditions. The performance criteria for performance-based RSUs are evaluated on a quarterly basis and stock-based compensation is recognized when the performance criteria are determined to be probable. The Company recognizes forfeitures as they occur. The Company estimates the fair value of market-based RSUs using a Monte-Carlo simulation model. The Company estimates the fair value of its time-based and performance-based RSUs on the fair value of the Common Stock at the date the terms of the awards are mutually agreed upon between the Company and the holder. The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a public market for the trading of the Company’s Common Stock over an extended period of time, the Company has based its estimate of expected volatility on the trading history of the Company’s common stock and on the historical volatility of a group of similar companies that are publicly traded and have similar characteristics to the Company. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The expected term of the stock option awards granted historically was assumed to be the weighted average between the options contract life and the vesting term of the underlying award (based upon the underlying arrangement). The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Development Fee Income from a Related Party The Company recognized development fee income of $406 during the year ended December 31, 2020, which represented the amortization of a one-time development fee received for limited oversight services the Company performed at Morehead, Kentucky CEA facility construction site when it was owned by Equilibrium Controlled Environment Foods Fund, LLC. The fee was amortized on a straight-line basis, consistent with the timing of the Company’s services, from date of receipt through the project completion date in October 2020. The Company recognized no such income during the year ended December 31, 2021. Net Loss Per Common Share The Company’s basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding for the period. The diluted net loss per common share is computed by giving effect to all potential Common Stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options to purchase Common Stock, Warrants and RSUs are considered to be Common Stock equivalents but have been excluded from the calculation of diluted net loss per common share as their effect is anti-dilutive. Advertising Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2021 and 2020 was $382 and $142, respectively, and is included in selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Revenue On March 28, 2019, the Company entered into a Purchase and Marketing Agreement (the “Mastronardi Morehead Agreement”) with Mastronardi Produce Limited (“Mastronardi”) pursuant to which Mastronardi will be the sole and exclusive marketer and distributor of all tomatoes, cucumbers, peppers, berries and salad greens produced at the Company’s CEA facility in Morehead, Kentucky that meet certain quality standards (collectively, the “Products”). Under the terms of the Mastronardi Morehead Agreement, the Company is responsible for growing, producing, packing, and delivering the Products to Mastronardi, and Mastronardi is responsible for marketing, branding, and distributing the Products to its customers. Mastronardi will pay the Company market prices for the Products that are consistent with the best and highest prices available during the duration of the applicable growing season for like kind U.S. Department of Agriculture (“USDA”) Grade No. 1 products. Mastronardi will set the market price for the Products and will pay over to the Company the gross sale price of the Product sold by Mastronardi, less a marketing fee and Mastronardi’s costs incurred in the sale and distribution of the Products. If Mastronardi rejects, returns, or otherwise refuses Products for failure to meet certain quality standards, the Company has the right, at its cost and expense, to sell or otherwise dispose of the Products, subject to certain conditions. Substantially all of the Company’s revenues are generated from the sale of tomatoes to Mastronardi. The Mastronardi Morehead Agreement has a term of 10 years. The Company has a limited, one-time right to terminate the Mastronardi Morehead Agreement if certain return targets are not reached. During the term of the Mastronardi Morehead Agreement, Mastronardi has a right of first refusal to enter similar arrangements with regard to any additional growing facilities the Company established in Kentucky or West Virginia. The Company recognizes revenue at a point in time and at the amount it expects to be entitled to be paid when its performance obligation is complete, which is generally when control of the Products is transferred to its customers upon pick-up by the customer or the customer’s agent from the Company’s facilities. Prices for the Company’s Products are based on agreed upon rates with customers and do not include financing components or noncash consideration. Revenue is recorded net of variable consideration, such as commissions and other shipping, handling and marketing costs incurred as defined in the customer agreements. Revenue is also recorded net of rejections for Products that do not meet quality specifications and net of sales and other taxes collected on behalf of governmental authorities. Payment terms are generally 30 days. Selling, general and administrative expenses (“SG&A”) Selling, general and administrative expenses primarily consist of payroll and payroll related expenses, stock-based compensation, legal and professional costs, rent expense, marketing and advertising, communications, insurance and various other personnel and office related costs. During the years ended December 31, 2021 and December 31, 2020, $1,000 and $2,214 of start-up expenses related to pre-commencement commercial activities at the CEA facility in Morehead, Kentucky were expensed as incurred by the Company and recorded within SG&A in the consolidated statement of operations and comprehensive loss. New Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principles of ASC 740, Income Taxes , (“ASU 740”) in order to reduce the cost and complexity of its application in the areas of intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the consolidated financial statements . |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization, Business Combination And Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Reverse Recapitalization As discussed in Note 1 - Description of Business , on January 29, 2021, Novus completed the Recapitalization Transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Novus was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy AppHarvest issuing stock for the net assets of Novus, accompanied by a recapitalization. The net assets of Novus are stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the year ended December 31, 2021: Recapitalization Transaction Cash - Novus trust and cash, net of redemptions $ 99,896 Cash - PIPE financing 375,000 Non-cash Convertible Note conversion 30,808 Non-cash net liabilities assumed from Novus (2,850) Less: Fair value of assumed common stock Private Warrants (45,565) Less: transaction costs allocated to equity (23,762) Net impact on total stockholders’ equity 433,527 Less: cash payments for transaction costs at Closing Date (2,634) Less: non-cash Convertible Note conversion (30,808) Add: non-cash net liabilities assumed from Novus 2,850 Add: non-cash fair value of assumed common stock Private Warrants 45,565 Net impact on net cash provided by financing activities 448,500 Less: transaction costs included in net cash used in operating activities (a) (13,261) Total net increase in cash and cash equivalents on Closing Date $ 435,239 (a) Including transaction costs in the amount of $2,887 allocated to the Private Warrants. Root AI Acquisition On April 7, 2021, the Company completed the Root AI Acquisition. Total consideration, net of cash acquired, was as follows: Common Stock issued (2,329 shares at approximately $21.00 per share) $ 48,991 Stock options issued to replace unvested Root AI stock options 361 Total equity 49,352 Cash consideration paid for the settlement of vested Root AI stock options 230 Cash consideration paid to Root AI shareholders 9,512 Cash consideration paid to reimburse Root AI for seller transaction costs incurred 150 Cash acquired (136) Net cash 9,756 Total consideration $ 59,108 The Company accounted for its acquisition of Root AI using the acquisition method of accounting in accordance with U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The purchase price allocation for the Root AI Acquisition was as follows: Goodwill $ 50,863 Intangible assets (technology and intellectual property) 9,754 Deferred taxes (1,420) Net operating assets and liabilities (89) Net assets acquired $ 59,108 Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were initially based on several strategic and synergistic benefits that were expected to be realized from the Root AI Acquisition. None of the goodwill is deductible for income tax purposes and was entirely allocated to the Company’s sole consolidated reporting unit. The Root AI Acquisition is expected to provide the Company with a baseline for harvesting support while helping evaluate crop health, predict yield, and optimize overall operations in existing CEA facilities with the potential for commercialization with customers. The benefits include fully developed technology, in the form of software and hardware, that can be programmed for utilization and optimization and a skilled workforce to assist with ongoing upgrades of the artificial intelligence. The fair value of the intangible assets (technology and intellectual property) was determined using the income approach through a discounted cash flow analysis. The determination of the fair value and the useful life was based upon consideration of market participant assumptions and transaction specific factors. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in determining their values, as defined below: • Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability. The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: Fair Value as of December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Foreign currency contracts Other assets, net $ — $ 14 $ — $ 14 Total assets $ — $ 14 $ — $ 14 Liabilities: Foreign currency contracts Other current liabilities $ — $ 63 $ — $ 63 Interest rate swap Other liabilities — 1,657 — 1,657 Private Warrants Private Warrant liabilities — 1,385 — 1,385 Total liabilities $ — $ 3,105 $ — $ 3,105 The Company’s derivative contracts, including foreign currency forward and option contracts and an interest rate swap, are measured at fair value using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. See Note 12 - Derivative Financial Instruments and Note 10 - Debt for more information on the Company’s use of financial instruments. The Private Warrant liabilities are determined using a Black-Scholes option pricing model, a Level 2 valuation. The significant inputs to the Private Warrant valuation are as follows: On the Closing Date of the Business Combination December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 24.95 $ 3.89 Volatility 25.0 % 54.0 % Remaining term in years 5.00 4.08 Risk-free rate 0.45 % 1.12 % Dividend yield — — The following table summarizes the private warrant activity for the year ended December 31, 2021: Fair value of Private Warrants on the Closing Date $ 45,565 Fair value of Private Warrants converted to Public Warrants (5,819) Change in fair value of Private Warrants (9,826) Fair value of Private Warrants outstanding as of March 31, 2021 $ 29,920 Fair value of Private Warrants converted to Public Warrants (3,113) Change in fair value of Private Warrants (6,488) Fair value of Private Warrants outstanding as of June 30, 2021 $ 20,319 Fair value of Private Warrants converted to Public Warrants (201) Change in fair value of Private Warrants (15,781) Fair value of Private Warrants outstanding as of September 30, 2021 $ 4,337 Change in fair value of Private Warrants (2,952) Fair value of Private Warrants outstanding as of December 31, 2021 $ 1,385 The Company did not have any assets or liabilities subject to fair value measurements on a recurring basis as of December 31, 2020. The Warrants are deemed equity instruments for income tax purposes. The changes in the fair value of the Private Warrants may be material to our future operating results. The Company measures certain assets and liabilities at fair value on a non-recurring basis. Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived and intangible assets which would generally be recorded at fair value as a result of an impairment charge. During 2021, goodwill and intangible assets were valued using Level 3 inputs, which included internal estimates of future cash flows (income approach). Assets acquired and liabilities assumed as part of a business combination are also measured at fair value on a non-recurring basis during the measurement period allowed by the ASC guidance for business combinations, when applicable, see Note 3 - Business Combinations. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net December 31, 2021 December 31, 2020 Raw materials $ 1,314 $ 781 Growing crops 3,684 2,606 Total inventories, net $ 4,998 $ 3,387 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment at cost and accumulated depreciation are as follows: December 31, 2021 December 31, 2020 Land $ 32,395 $ 7,277 Buildings 79,450 57,362 Machinery and equipment 49,418 9,581 Construction in progress 186,848 78,174 Leasehold improvements 4,740 871 Less: accumulated depreciation (8,938) (620) Total property and equipment, net $ 343,913 $ 152,645 Depreciation expense for property and equipment for the year ended December 31, 2021 and 2020 was $9,573 and $176, respectively. In March 2021, the Company acquired the Morehead CEA facility and related property from Equilibrium Controlled Environment Foods Fund, LLC and its affiliates (“Equilibrium”), a related party at the date of acquisition (See Note 11(a) - Commitments and Contingencies |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets December 31, 2021 December 31, 2020 Utility deposits $ 7,479 $ — Investment in unconsolidated entity 5,000 — Prepayments for fixed assets 2,888 — Deferred offering costs — 1,127 Other assets 1,277 61 Total other assets $ 16,644 $ 1,188 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses December 31, 2021 December 31, 2020 Payroll and related $ 2,768 $ 563 Professional service fees 1,944 693 Construction costs 8,467 2,574 Other accrued liabilities 1,154 352 Utilities 1,461 384 Interest on convertible debt with a related party — 618 Total accrued expenses $ 15,794 $ 5,184 |
Note Payable with a Related Par
Note Payable with a Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Note Payable with a Related Party | Note Payable with a Related Party On September 28, 2020, the Company entered into a convertible promissory note with Inclusive Capital Partners Spring Master Fund, L.P., a related party, to finance capital investments and operating needs. The Convertible Note had a principal balance of $30,000 and interest at 8.0% per annum. The outstanding principal amount of the Convertible Note and unpaid accrued interest was extinguished at a conversion price equal to $9.50 per share upon the successful closing of the Business Combination. The note principal of $30,000 and accrued interest of $618 were included as current liabilities at December 31, 2020. In connection with the Business Combination on January 29, 2021, the outstanding principal and unpaid accrued interest due was converted into an aggregate 3,242 shares of the Company’s Common Stock, such that the Convertible Note was no longer outstanding and ceased to exist. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt On June 15, 2021, the Company entered into a master credit agreement with Rabo AgriFinance LLC (the “Lender”) for a real estate term loan in the original principal amount of $75,000 (the “Rabo Loan”). The Rabo Loan matures on April 1, 2031, with quarterly interest payments commencing on July 1, 2021 and quarterly principal payments, commencing on January 1, 2022, with the remaining balance of principal and interest due upon maturity. Payments are based on one month LIBOR plus 2.500% per annum. The Rabo Loan is collateralized by the business assets of the first Morehead CEA facility and requires compliance with financial covenants. As of December 31, 2021, the Company was in compliance with all covenants. On June 21, 2021, the Company entered into an interest rate swap with an affiliate of the Lender to make a series of payments based on a fixed rate of 1.602% and receive a series of payments based on LIBOR. Both the fixed and floating payment streams are based on the initial notional amount of $75,000 and require quarterly payments under a twenty-year amortization schedule. As of December 31, 2021, the net fixed interest rate on the combined Rabo Loan and related interest rate swap is 4.102%. The Rabo Loan is recorded at cost, net of debt issuance costs of $656. During the year ended December 31, 2021 , $1,693 of interest expense was recognized on the Rabo Loan, which was all capitalized and included in property, plant and equipment in the Company’s consolidated balance sheet. On July 23, 2021, the Company entered into a credit agreement with CEFF II AppHarvest Holdings, LLC, an affiliate of Equilibrium, for a construction loan with a principal amount of $91,000 (the “Construction Loan”) for the development of a CEA facility in Richmond, Kentucky (the “Project”). The Construction Loan provides monthly disbursements to fund capital costs of the Project in excess of the Company’s required equity contribution of 34.5% of the capital costs of the Project. The Construction Loan requires monthly interest payments based on drawn capital costs at an initial interest rate of 8.000% per annum, which will increase on a monthly basis by 0.2% per annum, beginning two years after closing of the Construction Loan through maturity, which is expected to be July 23, 2024, with no required principal payments until maturity. As of December 31, 2021 , the Company had $31,944 outstanding on the Construction Loan, included in non-current liabilities at December 31, 2021 , and had incurred interest expense o f $477, which was all capitalized as part of the construction asset and included in property, plant and equipment in the Company’s consolidated balance sheet. The Company incurred $382 of debt issuance costs related to the Construction Loan, which are included in non-current assets on the balance sheet. On September 27, 2021, the Company entered into the JPM Note with JPMorgan Chase Bank, N.A., (the “Bank”) providing for a line of credit facility in the maximum amount of $25,000 (the “JPM Loan”) for capital expenditures and CEA facility construction and improvements. The JPM Loan matures on September 24, 2022. The interest rate on the JPM Loan approximates one-month LIBOR plus 2.25%. As of December 31, 2021, the Company has borrowed $24,335 under the JPM Loan and the interest rate was 2.375%. The JPM Loan requires 105% of the aggregate borrowings to be held as cash collateral. At December 31, 2021 the Company had $25,556 of restricted cash on the consolidated balance sheet to meet this requirement. Interest expense of $90 was recognized during the year ended December 31, 2021 and was capitalized as part of property, plant and equipment in the consolidated balance sheet. The JPM Note was subsequently amended in January 2022. See Note 17 - Subsequent Events for more information. A summary of the carrying value of the debt is as follows: December 31, 2021 Rabo Loan $ 75,000 Construction Loan 31,944 JPM Loan 24,335 Unamortized debt issuance costs (622) Debt, net of issuance costs 130,657 Less current portion (28,020) Long term, net $ 102,637 As of December 31, 2021 , the carrying value of debt under the Rabo Loan, JPM Loan, and Construction Loan approximates fair value due to the short term nature of the debt or that such borrowings bear variable interest rates that correspond to current market rates. The principal requirements of debt maturing in the next five years are: 2022 2023 2024 2025 2026 Debt maturities by year $ 28,085 $ 3,750 $ 35,694 $ 3,750 $ 3,750 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Equilibrium Transactions On April 15, 2019, the Company entered into a mortgage loan with Equilibrium, a related party at the time, to finance the purchase of land from a third party in Morehead, Kentucky (the “Morehead Land”). The loan had a principal balance of $3,481 and bore interest at 8.00% per year. On May 13, 2019, the Company entered a series of agreements with Equilibrium, resulting in the sale of the legal entity that was established to purchase the Morehead Land. The net assets of the entity sold to Equilibrium included the land, related permitting and the mortgage note owed to Equilibrium. On that same date, the Company also entered into a Master Lease Agreement (the “Master Lease Agreement”) with Morehead Farm LLC (“Morehead Farm”) for an indoor controlled agriculture facility on a portion of the Morehead Land (the “Morehead Facility”). The Master Lease Agreement had an initial term of 20 years commencing at substantial completion of construction and included a ground lease for the Morehead Land. In October 2020, the Company took occupancy of the completed portion of the Morehead Facility, resulting in lease commencement under the Master Lease Agreement. Lease payments under the Master Lease Agreement consisted of a base rent calculated as a percentage of defined construction costs, certain non-lease costs and rent based on gross revenues generated from the Morehead Facility. During the term of the Master Lease Agreement, the Company had a right of first refusal to purchase the Morehead Land. The Company accounted for the transfer of the Morehead Land to Equilibrium in 2019 as a financing transaction. At December 31, 2020, the Company maintained a finance lease liability with Equilibrium of $59,216 related to the completed portion of the Morehead Facility and a related right-of-use asset at cost of $56,748. At December 31, 2020, the Company also had construction-in-progress assets of $54,649, and a corresponding financing obligation of $58,795 with Equilibrium for the portion of the Morehead Facility that was under construction. The finance lease liability and financing obligation related to the Morehead Facility were recorded within current liabilities on the consolidated balance sheet at December 31, 2020. On March 1, 2021, the Company closed on the Membership Interest Purchase and Sale Agreement (the “MIPSA”) with Equilibrium that was entered into in December 2020, pursuant to which it purchased from Equilibrium 100% of its membership interests in its subsidiary, Morehead Farm LLC. At closing, Morehead Farm LLC, which owns the Morehead CEA facility, became a wholly owned subsidiary of the Company. Concurrently with the closing of the MIPSA, the Master Lease Agreement dated May 13, 2019 with Morehead Farm LLC to lease the Morehead CEA facility and ancillary agreements related thereto, was terminated. As a result, the closing date balances of $66,504 for the financing obligation related to construction in progress assets and $58,496 for the finance lease liability related to the completed portion of the Morehead CEA facility were settled and de-recognized from the Company’s consolidated balance sheet. On May 12, 2020, the Company entered into a loan agreement with Equilibrium, a related party, at that time, to finance the purchase of equipment to be used in the Company’s operations in Morehead, Kentucky. The loan agreement had an original principal balance of $2,000 and an interest rate of 9.5% per year. Upon establishment of the finance lease liability for the Morehead CEA facility lease in October, 2020, the principal balance of the loan was extinguished and added to the future base rent calculation to be paid over the term of the lease liability, which was settled and de-recognized as described above. The original proceeds from the loan are included in the financing section of the statement of cash flows as of December 31, 2021. (b) Other Leases The Company’s other lease portfolio is primarily comprised of operating leases for offices. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating lease right-of-use assets, net and liabilities are recognized within the Consolidated Balance Sheets based on the present value of lease payments over the lease term. As the implicit rate is generally not readily determinable for most leases, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the estimated rate of interest that the Company would pay to borrow on a collateralized basis over a similar term in a similar economic environment. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases may include renewal options, and the renewal option is included in the lease term if the Company concludes that it is reasonably certain that the option will be exercised. A certain number of the Company’s leases contain rent escalation clauses, either fixed or adjusted periodically for inflation of market rates, that are factored into the calculation of lease payments to the extent they are fixed and determinable at lease inception. For the year ended December 31, 2021 and 2020, the Company recognized $1,485 and $169, respectively, of operating lease expense, of which $954 and $169 was recognized within SG&A, and $531 and $0 within COGS, respectively, in the Consolidated Statements of Operations and Comprehensive Loss. Short-term lease expense was $940 in 2021 and immaterial for 2020. Variable lease expense for the years ended December 31, 2021 and 2020 was immaterial. The future minimum rental payments required under the leases for each year of the next five years ending December 31, and in the aggregate thereafter are as follows: Operating 2022 $ 1,132 2023 1,190 2024 1,089 2025 1,030 2026 2,228 2027 and thereafter 432 Total minimum payments required 7,100 Less: imputed interest costs (1) (1,411) Present value of net minimum lease payments (2) $ 5,689 Weighted-average imputed interest rate 7.18 % Weighted-average remaining lease term 6.1 ___________________________________________ (1) Represents the amount necessary to reduce net minimum lease payments to present value using actual rate in the lease agreement or the Company’s incremental borrowing rate at lease inception. (2) Included in the Consolidated Balance Sheet as of December 31, 2021 as current and non-current lease liability of $751 and $4,938, respectively. Supplemental Consolidated Statement of Cash Flow information is as follows for the years ended December 31: 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 552 $ 96 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 3,989 $ 1,441 (c) Agreements with Dalsem The Company entered into agreements with Dalsem Greenhouse Technology, B.V. (“Dalsem”) for the construction of new greenhouse facilities in Richmond, Kentucky and Berea, Kentucky on November 20, 2020 and December 11, 2020, respectively. Under terms of the agreements, Dalsem will provide certain services related to the design, engineering, procurement, construction, startup and testing of a greenhouse and certain ancillary facilities at each site. Total costs under the agreements are based on actual costs incurred by Dalsem and payments are due upon the completion of certain established project milestones, with a portion of each payment due in Euros and a portion due in U.S. dollars. Either party is entitled to terminate the agreements upon the occurrence of certain events of default and the Company is entitled to terminate the agreements if Dalsem fails to meet certain performance requirements. The Company may also terminate the agreements without cause with written notice and a termination payment to Dalsem. (d) Purchase Commitments During the year ended December 31, 2021, the Company entered into an agreement with its natural gas supplier to purchase a portion of its anticipated future natural gas usage at fixed prices. The unrecorded purchase commitments as of December 31, 2021, were $915, and will be realized within the next twelve months. There were no purchase commitments that were unrecorded at December 31, 2020. (e) Litigation The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of business. The Company records a liability when a particular contingency is probable and estimable. On September 24, 2021, a federal securities class action lawsuit (captioned Ragan v. AppHarvest, Inc.) was filed by a purported stockholder of the Company in the United States District Court for the Southern District of New York on behalf of a proposed class consisting of those who acquired the Company’s securities between May 17, 2021 and August 10, 2021. The complaint names the Company and certain of its current officers as defendants, and alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making materially false and misleading statements regarding the Company’s business, operations, and prospects because they failed to disclose a purported lack of sufficient training and inability to consistently produce Grade No. 1 tomatoes. The complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On December 13, 2021, the court consolidated the cases, and appointed a lead plaintiff. We do not believe the claims have merit, intend to defend the case vigorously, and have not recorded a liability related to these lawsuits because, at this time, we are unable to estimate reasonably possible losses or determine whether an unfavorable outcome is probable. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments During the year ended December 31, 2021, the Company entered into foreign currency forward and option contracts to hedge certain cash flows related to anticipated expenditures related to the construction of its Berea, Kentucky and Richmond, Kentucky CEA facilities. These contracts, which have maturities ranging through December 2022, qualify as cash flow hedges and are used to hedge the Company’s foreign currency risk associated with the Euro denominated payments due upon the completion of established project milestones under the applicable CEA facility construction contracts. As of December 31, 2021, the total notional amount outstanding of foreign currency c ontracts designated as cash flow hedging instruments was €19,149. The Company maintains collateral of $3,710 for the hedge program which is included in prepaid expenses and other current assets in the consolidated balance sheet at December 31, 2021. The Company has elected to measure hedge effectiveness using the spot method under which the hedging relationship is considered perfectly effective and changes in the fair value of the forward and options contracts attributable to changes in the spot rate are recorded as a component of other AOCL. As the hedged items are ultimately capitalized as part of the CEA facility fixed assets, the AOCL amounts will be reclassified into earnings over the same periods as the future depreciation expense related to those assets. Consistent with the allocation of CEA facility fixed asset depreciation, the AOCL reclassification will also be allocated between cost of goods sold (“COGS”) and SG&A within the Consolidated Statement of Operations and Comprehensive Loss. Under the spot method, changes in the fair value of forward contracts attributable to changes in the difference between the forward rate and the spot rate (forward points) and the fair value of option contracts attributable to time and volatility values (up-front premium) will be excluded from the measure of hedge effectiveness and amortized as COGS and SG&A on a straight-line basis over the terms of the underlying contracts. During the year ended December 31, 2021, the Company recognized amortization expense of $504 related to its foreign currency hedge contracts within the Consolidated Statement of Operations and Comprehensive Loss. As of December 31, 2021 , the Company had a net liability of $49 in foreign currency contracts designated as cash flow hedging instruments, which is included in other current and non-current liabilities according to the expected settlement dates of the related contracts. On June 21, 2021, the Company entered into an interest rate swap which has been designated as an effective cash flow hedge and changes in the fair value are recorded as a component of AOCL in the consolidated balance sheet and reclassified into earnings as interest expense over the life of the debt. See Note 10 - Debt for more information on the interest rate swap.` The following table summarizes the before and after tax amounts for the various components of other comprehensive loss for the periods presented: Year Ended December 31, 2021 Before Tax Tax (Expense) After Tax Foreign Currency $ (294) $ — $ (294) Interest Rate Swap (1,657) — (1,657) Total AOCL $ (1,951) $ — $ (1,951) The income tax benefit of $521 related to the $1,951 balance in AOCL at December 31, 2021 is fully offset by a valuation allowance established on the related deferred income tax asset. The Company will release the AOCL |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2021 and 2020, the Company incurred net operating losses and, accordingly, no current provision for income taxes has been recorded. Deferred income tax expense for the years ended December 31, 2021 and 2020 consisted of the following components: 2021 2020 Deferred income tax expense: Federal $ 920 $ 8 State 69 1 Total deferred income tax expense 989 9 Income tax expense $ 989 $ 9 The reconciliation of the statutory income tax with the provision for income taxes are as follows for the years ended December 31: 2021 2020 Loss before income taxes $ (165,197) $ (17,439) Income tax benefit at U.S. Federal statutory rate (34,691) (3,662) Permanent items 10,268 211 Change in valuation allowance 30,349 4,122 State income taxes, net of U.S. Federal income tax benefit (4,940) (662) Other 3 — Income tax expense $ 989 $ 9 The Company has considered the impact of state rate changes, apportionment weighting and state filing positions when determining its state effective tax rate. The Company adjusts its state effective tax rate for enacted law changes during the year. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 29,340 $ 4,857 Stock-based compensation 3,170 — Lease liabilities 1,521 15,680 Financing obligation — 15,582 Other 2,933 20 $ 36,963 $ 36,137 Valuation allowance (35,792) (4,922) $ 1,171 $ 31,216 Deferred tax liabilities: Property, plant and equipment $ (2,250) $ (30,879) Operating lease right-of-use assets (1,339) (350) (3,589) (31,229) Net deferred tax liabilities $ (2,418) $ (13) When realization of the deferred tax asset is more likely than not to occur, the benefit related to the deductible temporary differences attributable to operations is recognized as a reduction of income tax expense. Valuation allowances are provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets, and accordingly, a valuation allowance of $35,792 and $4,922 have been provided on the net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased $30,870 during the year ended December 31, 2021, primarily as a result of an increase in net operating loss carryforwards. The Company continues to monitor the need for a valuation allowance based on the sources of future taxable income. At December 31, 2021, the Company has $118,031 of federal and $117,965 of state net operating loss carryforwards that have no expiration. Under the provisions of the Internal Revenue Code, net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may be subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders by more than 50% over a three-year period, as defined in Sections 382 and 383 of the Internal Revenue Code and similar state provisions. The amount of the annual limitation is determined based on the value of the Company immediately before the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the date of the Company’s formation and Root AI Acquisition, and there could be additional changes in control in the future. As a result, the Company is unable to estimate the effect of these limitations, if any, on the Company’s ability to utilize net operating losses in the future. A valuation allowance has been provided against the Company’s net operating and tax credit carryforwards and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the net operating loss carryforward and the valuation allowance. A reconciliation of the U.S. statutory tax rate to the effective tax rate is as follows: December 31, 2021 2020 Statutory tax rate $ (34,691) 21.0 % $ (3,662) 21.0 % State tax - deferred, net of federal impact (4,940) 3.0 % (662) 3.8 % Permanent items 10,268 (6.2) % 211 (1.2) % Change in valuation allowance 30,349 (18.4) % 4,122 (23.6) % Other 3 — % — — % Total taxes $ 989 (0.6) % $ 9 — % As of December 31, 2021 and 2020, the Company had no accrued uncertain tax positions or associated interest or penalties and no amounts have been recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company files income tax returns in the U.S. federal jurisdiction and state jurisdictions. The tax years since inception remain open and subject to examination by federal and state taxing authorities. |
Stock Compensation and Other Be
Stock Compensation and Other Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation and Other Benefit Plans | Stock Compensation and Other Benefit Plans Equity Incentive Plan On January 29, 2021, stockholders approved the 2021 Equity Incentive Plan, (the “Plan”), replacing the 2018 Equity Incentive Plan, (the “2018 Plan”), pursuant to which the Company’s Board of Directors (the “Board”) may grant stock awards, including stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards, to officers, key employees, and directors. The Plan allows for non-employee director grants, which are accounted for in the same manner as employee awards. There are 10,027 registered shares of Common Stock reserved for issuance under the Plan. During the year ended December 31, 2021, 6,589 awards were granted under the Plan, including 6,541 RSUs and 48 stock options granted as consideration in the Root AI Acquisition (see Note 3 - Business Combinations for more information). The RSU’s granted under the P lan include 2,937 executive awards with market and performance-based vesting requirements in addition to the typical service-based vesting requirements. As of December 31, 2021, t her e are 4,558 registered shares of Common Stock reserved for issuance upon exercise or settlement, as applicable, of awards made under the 2018 Plan. Wh ile no further awards may be granted under the 2018 Plan, that plan continues to govern all outstanding awards previously issued under it. Vesting of the RSUs issued under the 2018 Plan (“2018 RSUs”) was dependent on a liquidity event, the Business Combination, which occurred on January 29, 2021. Accordingly, the Company rec ognized a one-time stock-based compensation expense of $2,616 as of that date as a retroactive catch-up of cumulative stock-based compensation expense for s uch awards from their original grant dates. Total stock-based compensation expense related to 2018 RSU’s was $13,291 during the year ended December 31, 2021. As of December 31, 2021, the Compan y had 1,308 gra nted but unvested 2018 RSU’s with unrecognized stock-based compensation expense of $6,533 remaining, and 5,017 granted but unvested 2021 RSU’s with unrecognized stock-based compensation expense of $47,247. The weighted average period over which RSU expense is expected to be recognized is 1.2 years. Total stock-based compensation expense was $40,910 for the year ended December 31, 2021, compared to $154 for the year ended December 31, 2020, respectively. Of these amounts, $39,030 were included in SG&A and $1,880 in COGS for the year ended December 31, 2021, respectively and $154 was recognized in SG&A and none in COGS for the year ended December 31, 2020, respectively. The Company issues stock options in two forms. The incentive stock options (“ISO”) that have been granted generally vest over 48 months, with 25% vesting at the end of the first year and ratable vesting thereafter for the next 36 months. The nonqualified stock options (“NSO”) that have been granted vest ratably over 10 to 30 months. The ISOs and NSOs generally expire ten years after the date of grant. The Company uses the Black-Scholes option-pricing model to calculate the fair value of the options granted. The grant date fair value was based on the following assumptions used within the Black-Scholes option pricing model for the year ended December 31, 2020: 2020 Expected term 5.80 Risk-free interest rate 0.41 % Expected volatility 49.45 % Expected dividend yield — % The options issued in consideration of the acquisition of Root AI were valued based on the stock price at the date of acquisition. Aside from the options issued during the acquisition of Root AI as discussed above, there were no other options issued during the year ended December 31, 2021. The following table summarizes stock option activity for the year ended December 31, 2021: Options Shares Weighted average exercise Average remaining Outstanding at December 31, 2020 2,978 $ 0.33 8.71 Granted 48 0.56 Exercised (135) 0.32 Forfeited or expired (83) 0.58 Outstanding at December 31, 2021 2,808 $ 0.33 7.79 Exercisable, December 31, 2021 1,996 0.30 7.60 The Company recorded $236 and $154 of stock-based compensation expense for options issued to employees and directors during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, unrecognized stock-based compensation expense of $320, is related to non-vested options granted, which is anticipated to be recognized over the next weighted average 0.80 years, commensurate with the remaining requisite service period. Aggregate intrinsic value represents the estimated fair value of the Company’s common stock at the end of the period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. The intrinsic value for all outstanding options as of December 31, 2021 was $10,002 and $7,165 for those awards exercisable. The intrinsic value of options forfeited was $0 and $472 in the years ended December 31, 2021 and December 31, 2020, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $17.74 and $0.33, respectively. The total intrinsic value of options exercised in the years ended December 31, 2021 and December 31, 2020 was $751 and $2,100 , respectively . The Company uses authorized and unissued shares to satisfy award exercises. During the year ended December 31, 2021, the Company granted RSUs to directors, officers, and employees. The following table summarizes RSU activity for the year ended December 31, 2021: RSUs Units Weighted average grant Outstanding at December 31, 2020 2,545 $ 9.07 Granted 6,568 14.74 Vested (955) 10.29 Forfeited or cancelled (1,793) 12.21 Unvested at December 31, 2021 6,365 $ 13.68 Certain RSUs contain performance and service vesting conditions, and the related stock-based compensation is recognized using an accelerated attribution method. The requisite service period for the RSUs outstanding at December 31, 2021, is 48 months, with 25% vesting at the end of the first year and ratable vesting every 3 months thereafter for the next 36 months. Total stock-based compensation recognized in 2021 related to the market-based RSUs was $15,168 which is recorded within SG&A. Total stock-based compensation recognized in 2021 for time-based RSUs was $25,273. Employee Stock Purchase Plan On January 29, 2021, stockholders approved the 2021 Employee Stock Purchase Plan, (the “ESPP”). The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted price using their own accumulated payroll deductions. Under the terms of the ESPP employees can elect to have amounts of their annual compensation withheld, up to a maximum set by the board, to purchase shares of Company Common Stock for a purchase price equal to 85% of the lower of the fair market value per share (at the end of the offering period) of Company Common Stock on (i) the offering date or (ii) the respective purchase date. There are 2,005 shares of Common Stock reserved for issuance under the ESPP. During the year ended December 31, 2021, 39 shares were purchased under the ESPP. The ESPP grants participating employees the right to acquire Company Common Stock in increments o f 1% to 15% o f eligible pay, with a maximum contribution of $25 of eligible pay subject to applicable tax limitations. The first offering period of the Company’s ESPP commenced on June 1, 2021 and concluded December 1, 2021. The second offering period began December 1, 2021 and is six months in duration. The Company uses a Black-Scholes option pricing model to value the Common Stock purchased as part of the Company’s ESPP. The fair value estimated by the option pricing model are affected by the price of the Common Stock as well as subjective variables that include assumed interest rates, our expected dividend yield, and our expected share price volatility over the term of the award. The Company records stock-based compensation expense, within SG&A or COGS related to the discount given to our participating employees. Total stock-based compensation expense recorded for the ESPP during the year ended December 31, 2021 was $80. The estimated fair value of employee stock purchase rights under the Company’s ESPP was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2021 Offering date closing price $ 16.90 Term in years 0.5 Volatility 70.00 % 6 month risk-free rate 0.04 % Purchase discount 15.00 % |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | Common Stock The voting, dividend, and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of the holders of preferred stock. The common stock has the following characteristics: Voting The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. Dividends The holders of common stock are entitled to receive dividends, if and when declared by the Board. The Company may not declare or pay any cash dividends to the holders of common stock unless, in addition to obtaining any necessary consents, dividends are paid on each series of preferred stock in accordance with their respective terms. No dividends have been declared or paid in the year ended December 31, 2021 or 2020. Common Stock Reserved for Future Issuance The Company has reserved 49,433 and 33,868 shares of common stock for future issuance as of December 31, 2021 and 2020, respectively. Common Stock Purchase Agreement On December 15, 2021, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital, LLC (“B. Riley Principal Capital”). Pursuant to the Purchase Agreement, the Company has the right to sell to B. Riley Principal Capital, up to the lesser of (i) $100,000 of newly issued shares of the Company’s common stock, and (ii) the Exchange Cap (as defined below) (subject to certain conditions and limitations), from time to time during the 24-month term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital under the Purchase Agreement. The per share purchase price for the shares of Common Stock that the Company elects to sell to B. Riley Principal Capital in a Purchase pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the Company’s common stock as defined within the Purchase Agreement, less a variable discount ranging from 3% to 5%. The Company cannot issue to B. Riley Principal Capital more than 20,143 shares of Common Stock, which number of shares is equal to 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement, except in limited circumstances. The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to B. Riley Principal Capital. As consideration for B. Riley Principal Capital’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 197,628 shares of Common Stock to B. Riley Principal Capital. Expense of $1,006 related to these shares was recognized within SG&A in the Company’s Consolidated Statements of Income and Comprehensive Loss. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common ShareDiluted net 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. The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: December 31, Anti-dilutive common share equivalents: 2021 2020 Stock options 2,808 2,978 Restricted stock units 6,325 2,545 Warrants 13,242 — Total anti-dilutive common share equivalents 22,375 5,523 Basic and diluted net loss per common share is calculated as follows: Year Ended December 31, 2021 2020 Numerator: Net loss $ (166,186) $ (17,448) Denominator: Weighted-average common shares outstanding, basic and diluted 95,571 38,072 Net loss per common share, basic and diluted $ (1.74) $ (0.46) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 10, 2022, the Company entered into an amended and restated JPM Note (the “Amended Note”) with the Bank. This amendment increased the existing line of credit from $25 million to $50 million and implemented the secured overnight financing rate (“SOFR”) as the replacement of LIBOR as a benchmark interest rate for U.S. dollar borrowings. During the first quarter of 2022, the Company initiated a restructuring plan to reduce operating costs and improve profitability. The Company estimates the restructuring charges, which consist of one-time severance charges in addition to consulting and other costs, will be approximately $2.0 million to be recorded in the first quarter of 2022. The Company anticipates the cost savings from the restructuring plan will support growth-related initiatives and help meet the long-term goals and liquidity needs of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions. Significant items subject to such estimates and assumptions include the valuation of inventory, stock-based compensation, and private warrants. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global outbreak of the novel coronavirus disease (“COVID-19”) and related variants. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned, majority owned or controlled subsidiaries, collectively referred to as the Company. The Company consolidates entities in which it holds a controlling financial interest. For voting interest entities, the Company is considered to hold a controlling financial interest when it is able to exercise control over the investees’ operating and financial decisions. At December 31, 2021 and 2020, the Company does not have interests in any entities that would be considered variable interest entities. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents.The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. |
Restricted Cash | Restricted cash represents collateral for a promissory note with JPMorgan Chase Bank, N.A. (the “JPM Note”) which requires 105% of the aggregate borrowings to be held as collateral. |
Accounts Receivable | The Company’s trade accounts receivable are non-interest bearing and are recorded at the net realizable value. The allowance for doubtful accounts represents the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. |
Warrants | If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As a result of the provisions in the warrant agreement that provide for differences in the mechanics of a cashless exercise dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions preclude the Private Warrants from being classified in equity. Accordingly, the Private Warrants are classified as a liability and remeasured at fair value at each reporting date. Changes in fair value of the Private Warrants are recognized in the Company’s consolidated statement of operations and comprehensive loss. The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model. |
Derivative Financial Instruments | Derivative financial instruments are used to manage foreign currency, exchange, and interest rate risks. The financial instruments used by the Company are straight-forward, non-leveraged instruments. The counterparties to these financial instruments with strong credit ratings. The Company maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit ratings of these institutions. For all transactions designated as hedges, the hedging relationships are formally documented at the inception and on an ongoing basis in offsetting changes in cash flows of the hedged transaction.The Company records derivative financial instruments on the consolidated balance sheets as either an asset or liability measured at its fair value. Changes in a derivative fair value (i.e. unrealized gains or losses) are recorded each period in earnings unless the derivative qualifies as a hedging instrument. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the consolidated balance sheets as a component of accumulated other comprehensive loss (“AOCL”) and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Loss when the hedged item affects net income. The ineffective portion of the change in fair value of a hedge, if any, is recognized in net loss immediately. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded to net loss immediately. |
Business Combinations | The Company allocates the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at the acquisition date. The Company utilizes management estimates and an independent third-party valuation firm to assist in determining these fair values. The excess of the acquisition price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. |
Capitalization of Interest | The Company capitalizes interest on capital projects in accordance with ASC 835-20, Capitalization of Interest, |
Debt Issuance Costs | Debt issuance costs are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to debt instruments other than lines of credit are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability. Debt issuance costs associated with lines of credit are presented on the consolidated balance sheets as other current or non-current assets. |
Goodwill and Other Acquired Intangible Assets | Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Separate identifiable intangible assets are stated at their historical cost and, for those with definite lives, amortized on a straight-line basis over their expected useful lives. The Company conducts annual impairment tests of goodwill on the first day of the fourth quarter and additional impairment reviews when events and circumstances indicate it is more likely than not that an impairment may have occurred. The Company assesses goodwill for impairment at the consolidated level, which represents its single reporting unit. If the fair value of the reporting unit is less than its carrying amount, the Company would record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized cannot exceed the amount of goodwill allocated to the reporting unit. In evaluating goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of its single reporting unit to its carrying amount, including goodwill. A qualitative assessment was performed by the Company on October 1, 2021. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, and overall financial performance, among others. Under a quantitative assessment, fair value of the Company’s single reporting unit is estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of judgments are involved in the application of the DCF model, including projections of business performance, weighted average cost of capital, and terminal values. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data derived from publicly traded peer group companies. The Company reviews separately identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the intangible assets over the remaining amortization period, if any. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. |
Inventories | Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Finished goods inventories represent costs associated with boxed produce not yet sold. Growing crop inventories primarily represent the costs associated with growing produce within the Company’s CEA facilities. Materials and supplies primarily represent growing and packaging supplies. Inventory costs are comprised of the purchase and transportation cost plus production labor and overhead. |
Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions or renewals and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: • Building: 25 years • Leasehold and building improvements: the lessor of the lease term or 4 to 10 years. • Machinery: 5 to 10 years • Equipment: 3 to 10 years Assets held under financing leases are recorded at the net present value of the minimum lease payments, net of incentives provided by the lessor. Depreciation expense for assets held under financing leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. If the related lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise or the lease transfers ownership of the underlying asset to the Company by the end of the lease term, depreciation expense is computed over the estimated useful life of the asset. |
Impairment | Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Leases | The Company determines if an arrangement contains a lease at inception. The right-of-use assets, net and liabilities associated with leases are recognized based on the present value of the future minimum lease payments over the lease term. The Company uses its incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable such costs will be incurred. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized in the consolidated balance sheet is recognized on a straight-line basis over the lease term. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. Variable lease expense, which primarily includes taxes and insurance are expensed as incurred. When contracts contain lease and non-lease components, the Company generally accounts for both components as a single lease component. |
Income Taxes | The C ompany recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company does not have any uncertain tax positions. The Company’s policy is to recognize interest and penalties on uncertain tax positions as income tax expense. |
Retirement Plans | The AppHarvest 401(k) Plan provides for matching contributions. |
Share-Based Compensation | The Company recognizes in its Consolidated Statements of Operations and Comprehensive Loss the grant-date fair value of stock options, and restricted stock units (“RSUs”) issued to employees and directors. Stock-based compensation expense related to stock options and time-based RSUs are recognized on a straight-line basis over the associated service period of the award, which is generally the vesting term. Certain restricted stock unit awards are subject to service-, market- and performance-based vesting conditions. The performance criteria for performance-based RSUs are evaluated on a quarterly basis and stock-based compensation is recognized when the performance criteria are determined to be probable. The Company recognizes forfeitures as they occur. The Company estimates the fair value of market-based RSUs using a Monte-Carlo simulation model. The Company estimates the fair value of its time-based and performance-based RSUs on the fair value of the Common Stock at the date the terms of the awards are mutually agreed upon between the Company and the holder. The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a public market for the trading of the Company’s Common Stock over an extended period of time, the Company has based its estimate of expected volatility on the trading history of the Company’s common stock and on the historical volatility of a group of similar companies that are publicly traded and have similar characteristics to the Company. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The expected term of the stock option awards granted historically was assumed to be the weighted average between the options contract life and the vesting term of the underlying award (based upon the underlying arrangement). The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. |
Development Fee Income from a Related Party | The Company recognized development fee income of $406 during the year ended December 31, 2020, which represented the amortization of a one-time development fee received for limited oversight services the Company performed at Morehead, Kentucky CEA facility construction site when it was owned by Equilibrium Controlled Environment Foods Fund, LLC. The fee was amortized on a straight-line basis, consistent with the timing of the Company’s services, from date of receipt through the project completion date in October 2020. |
Net Loss Per Common Share | The Company’s basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding for the period. The diluted net loss per common share is computed by giving effect to all potential Common Stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options to purchase Common Stock, Warrants and RSUs are considered to be Common Stock equivalents but have been excluded from the calculation of diluted net loss per common share as their effect is anti-dilutive. |
Advertising | Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2021 and 2020 was $382 and $142, respectively, and is included in selling, general, and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Revenue | The Company recognizes revenue at a point in time and at the amount it expects to be entitled to be paid when its performance obligation is complete, which is generally when control of the Products is transferred to its customers upon pick-up by the customer or the customer’s agent from the Company’s facilities. Prices for the Company’s Products are based on agreed upon rates with customers and do not include financing components or noncash consideration. Revenue is recorded net of variable consideration, such as commissions and other shipping, handling and marketing costs incurred as defined in the customer agreements. Revenue is also recorded net of rejections for Products that do not meet quality specifications and net of sales and other taxes collected on behalf of governmental authorities. Payment terms are generally 30 days. |
Selling, general and administrative expenses | Selling, general and administrative expenses primarily consist of payroll and payroll related expenses, stock-based compensation, legal and professional costs, rent expense, marketing and advertising, communications, insurance and various other personnel and office related costs. During the years ended December 31, 2021 and December 31, 2020, $1,000 and $2,214 of start-up expenses related to pre-commencement commercial activities at the CEA facility in Morehead, Kentucky were expensed as incurred by the Company and recorded within SG&A in the consolidated statement of operations and comprehensive loss |
New Accounting Pronouncements | In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principles of ASC 740, Income Taxes , (“ASU 740”) in order to reduce the cost and complexity of its application in the areas of intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. |
Fair Value Measurements | The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in determining their values, as defined below: • Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Roll forward of the Goodwill and Definite Lived Intangible Assets | The following is a roll forward of the goodwill and definite-lived intangible assets activity during the year ended December 31, 2021: Goodwill Definite-lived Balance, December 31, 2020 $ — $ — Root AI Acquisition 50,863 9,754 Amortization — (716) Impairment (50,863) (9,038) Balance, December 31, 2021 $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization, Business Combination And Asset Acquisition [Abstract] | |
Schedule of Reconciliation of the elements of the Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the year ended December 31, 2021: Recapitalization Transaction Cash - Novus trust and cash, net of redemptions $ 99,896 Cash - PIPE financing 375,000 Non-cash Convertible Note conversion 30,808 Non-cash net liabilities assumed from Novus (2,850) Less: Fair value of assumed common stock Private Warrants (45,565) Less: transaction costs allocated to equity (23,762) Net impact on total stockholders’ equity 433,527 Less: cash payments for transaction costs at Closing Date (2,634) Less: non-cash Convertible Note conversion (30,808) Add: non-cash net liabilities assumed from Novus 2,850 Add: non-cash fair value of assumed common stock Private Warrants 45,565 Net impact on net cash provided by financing activities 448,500 Less: transaction costs included in net cash used in operating activities (a) (13,261) Total net increase in cash and cash equivalents on Closing Date $ 435,239 (a) Including transaction costs in the amount of $2,887 allocated to the Private Warrants. |
Schedule of Total Consideration, Net of Cash Acquired | Total consideration, net of cash acquired, was as follows: Common Stock issued (2,329 shares at approximately $21.00 per share) $ 48,991 Stock options issued to replace unvested Root AI stock options 361 Total equity 49,352 Cash consideration paid for the settlement of vested Root AI stock options 230 Cash consideration paid to Root AI shareholders 9,512 Cash consideration paid to reimburse Root AI for seller transaction costs incurred 150 Cash acquired (136) Net cash 9,756 Total consideration $ 59,108 |
Summary of Preliminary Purchase Price Allocation for Root AI | The purchase price allocation for the Root AI Acquisition was as follows: Goodwill $ 50,863 Intangible assets (technology and intellectual property) 9,754 Deferred taxes (1,420) Net operating assets and liabilities (89) Net assets acquired $ 59,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis | The table below presents the Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for each measurement: Fair Value as of December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Foreign currency contracts Other assets, net $ — $ 14 $ — $ 14 Total assets $ — $ 14 $ — $ 14 Liabilities: Foreign currency contracts Other current liabilities $ — $ 63 $ — $ 63 Interest rate swap Other liabilities — 1,657 — 1,657 Private Warrants Private Warrant liabilities — 1,385 — 1,385 Total liabilities $ — $ 3,105 $ — $ 3,105 |
Fair Value Measurement Inputs and Valuation Techniques | The Private Warrant liabilities are determined using a Black-Scholes option pricing model, a Level 2 valuation. The significant inputs to the Private Warrant valuation are as follows: On the Closing Date of the Business Combination December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 24.95 $ 3.89 Volatility 25.0 % 54.0 % Remaining term in years 5.00 4.08 Risk-free rate 0.45 % 1.12 % Dividend yield — — |
Summary of Private Warrant Activity | The following table summarizes the private warrant activity for the year ended December 31, 2021: Fair value of Private Warrants on the Closing Date $ 45,565 Fair value of Private Warrants converted to Public Warrants (5,819) Change in fair value of Private Warrants (9,826) Fair value of Private Warrants outstanding as of March 31, 2021 $ 29,920 Fair value of Private Warrants converted to Public Warrants (3,113) Change in fair value of Private Warrants (6,488) Fair value of Private Warrants outstanding as of June 30, 2021 $ 20,319 Fair value of Private Warrants converted to Public Warrants (201) Change in fair value of Private Warrants (15,781) Fair value of Private Warrants outstanding as of September 30, 2021 $ 4,337 Change in fair value of Private Warrants (2,952) Fair value of Private Warrants outstanding as of December 31, 2021 $ 1,385 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | December 31, 2021 December 31, 2020 Raw materials $ 1,314 $ 781 Growing crops 3,684 2,606 Total inventories, net $ 4,998 $ 3,387 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment at cost and accumulated depreciation are as follows: December 31, 2021 December 31, 2020 Land $ 32,395 $ 7,277 Buildings 79,450 57,362 Machinery and equipment 49,418 9,581 Construction in progress 186,848 78,174 Leasehold improvements 4,740 871 Less: accumulated depreciation (8,938) (620) Total property and equipment, net $ 343,913 $ 152,645 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | December 31, 2021 December 31, 2020 Utility deposits $ 7,479 $ — Investment in unconsolidated entity 5,000 — Prepayments for fixed assets 2,888 — Deferred offering costs — 1,127 Other assets 1,277 61 Total other assets $ 16,644 $ 1,188 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | December 31, 2021 December 31, 2020 Payroll and related $ 2,768 $ 563 Professional service fees 1,944 693 Construction costs 8,467 2,574 Other accrued liabilities 1,154 352 Utilities 1,461 384 Interest on convertible debt with a related party — 618 Total accrued expenses $ 15,794 $ 5,184 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of the carrying value of the debt is as follows: December 31, 2021 Rabo Loan $ 75,000 Construction Loan 31,944 JPM Loan 24,335 Unamortized debt issuance costs (622) Debt, net of issuance costs 130,657 Less current portion (28,020) Long term, net $ 102,637 |
Schedule of Maturities of Long-term Debt | The principal requirements of debt maturing in the next five years are: 2022 2023 2024 2025 2026 Debt maturities by year $ 28,085 $ 3,750 $ 35,694 $ 3,750 $ 3,750 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Liability by Maturity | The future minimum rental payments required under the leases for each year of the next five years ending December 31, and in the aggregate thereafter are as follows: Operating 2022 $ 1,132 2023 1,190 2024 1,089 2025 1,030 2026 2,228 2027 and thereafter 432 Total minimum payments required 7,100 Less: imputed interest costs (1) (1,411) Present value of net minimum lease payments (2) $ 5,689 Weighted-average imputed interest rate 7.18 % Weighted-average remaining lease term 6.1 ___________________________________________ (1) Represents the amount necessary to reduce net minimum lease payments to present value using actual rate in the lease agreement or the Company’s incremental borrowing rate at lease inception. |
Summary of Lease Cost | Supplemental Consolidated Statement of Cash Flow information is as follows for the years ended December 31: 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 552 $ 96 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 3,989 $ 1,441 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Before and After Tax Amounts for the Various Components of Other Comprehensive Loss | The following table summarizes the before and after tax amounts for the various components of other comprehensive loss for the periods presented: Year Ended December 31, 2021 Before Tax Tax (Expense) After Tax Foreign Currency $ (294) $ — $ (294) Interest Rate Swap (1,657) — (1,657) Total AOCL $ (1,951) $ — $ (1,951) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Income Tax Expense | Deferred income tax expense for the years ended December 31, 2021 and 2020 consisted of the following components: 2021 2020 Deferred income tax expense: Federal $ 920 $ 8 State 69 1 Total deferred income tax expense 989 9 Income tax expense $ 989 $ 9 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory income tax with the provision for income taxes are as follows for the years ended December 31: 2021 2020 Loss before income taxes $ (165,197) $ (17,439) Income tax benefit at U.S. Federal statutory rate (34,691) (3,662) Permanent items 10,268 211 Change in valuation allowance 30,349 4,122 State income taxes, net of U.S. Federal income tax benefit (4,940) (662) Other 3 — Income tax expense $ 989 $ 9 A reconciliation of the U.S. statutory tax rate to the effective tax rate is as follows: December 31, 2021 2020 Statutory tax rate $ (34,691) 21.0 % $ (3,662) 21.0 % State tax - deferred, net of federal impact (4,940) 3.0 % (662) 3.8 % Permanent items 10,268 (6.2) % 211 (1.2) % Change in valuation allowance 30,349 (18.4) % 4,122 (23.6) % Other 3 — % — — % Total taxes $ 989 (0.6) % $ 9 — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 29,340 $ 4,857 Stock-based compensation 3,170 — Lease liabilities 1,521 15,680 Financing obligation — 15,582 Other 2,933 20 $ 36,963 $ 36,137 Valuation allowance (35,792) (4,922) $ 1,171 $ 31,216 Deferred tax liabilities: Property, plant and equipment $ (2,250) $ (30,879) Operating lease right-of-use assets (1,339) (350) (3,589) (31,229) Net deferred tax liabilities $ (2,418) $ (13) |
Stock Compensation and Other _2
Stock Compensation and Other Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used | The Company uses the Black-Scholes option-pricing model to calculate the fair value of the options granted. The grant date fair value was based on the following assumptions used within the Black-Scholes option pricing model for the year ended December 31, 2020: 2020 Expected term 5.80 Risk-free interest rate 0.41 % Expected volatility 49.45 % Expected dividend yield — % |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2021: Options Shares Weighted average exercise Average remaining Outstanding at December 31, 2020 2,978 $ 0.33 8.71 Granted 48 0.56 Exercised (135) 0.32 Forfeited or expired (83) 0.58 Outstanding at December 31, 2021 2,808 $ 0.33 7.79 Exercisable, December 31, 2021 1,996 0.30 7.60 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the year ended December 31, 2021: RSUs Units Weighted average grant Outstanding at December 31, 2020 2,545 $ 9.07 Granted 6,568 14.74 Vested (955) 10.29 Forfeited or cancelled (1,793) 12.21 Unvested at December 31, 2021 6,365 $ 13.68 |
Schedule of Estimated Fair Value, Employee Stock Purchase Plan, Valuation Assumptions | The estimated fair value of employee stock purchase rights under the Company’s ESPP was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for stock option grants: Year Ended December 31, 2021 Offering date closing price $ 16.90 Term in years 0.5 Volatility 70.00 % 6 month risk-free rate 0.04 % Purchase discount 15.00 % |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: December 31, Anti-dilutive common share equivalents: 2021 2020 Stock options 2,808 2,978 Restricted stock units 6,325 2,545 Warrants 13,242 — Total anti-dilutive common share equivalents 22,375 5,523 |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per common share is calculated as follows: Year Ended December 31, 2021 2020 Numerator: Net loss $ (166,186) $ (17,448) Denominator: Weighted-average common shares outstanding, basic and diluted 95,571 38,072 Net loss per common share, basic and diluted $ (1.74) $ (0.46) |
Description of Business - Narra
Description of Business - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 29, 2021USD ($)$ / sharesshares | Jun. 30, 2021facility | Dec. 31, 2021USD ($)afacility$ / sharesshares | May 30, 2021a | Dec. 31, 2020$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of facilities under construction | facility | 4 | ||||
Exchange ratio | 2.1504 | ||||
Number of shares issued (PIPE shares) | 37,500 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Aggregate purchase price in private placement | $ | $ 375 | ||||
Capital stock, shares authorized (in shares) | 760,000 | ||||
Common stock, shares authorized (in shares) | 750,000 | 750,000,000 | 750,000,000 | ||
Preferred stock, shares authorized (in shares) | 10,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Increase in cash and cash equivalents as a result of the Business combination | $ | $ 475 | $ 435,239 | |||
Gross proceeds from the PIPE | $ | $ 375 | $ 375,000 | |||
Morehead, Kentucky | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of land | a | 10 | 60 | |||
Berea And Richmond, Kentucky | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of facilities under construction | facility | 2 | ||||
Somerset, Kentucky | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of facilities under construction | facility | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Mar. 28, 2019 | Dec. 31, 2021USD ($)day$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 27, 2021 |
Class of Warrant or Right [Line Items] | ||||
Allowance for doubtful accounts | $ 0 | |||
Interest costs capitalized | 2,260,000 | $ 0 | ||
Impairment of long-lived assets | 0 | 0 | ||
Plan incurred cost | 762,000 | 105,000 | ||
Development fee income from a related party | 0 | 406,000 | ||
Advertising expense | 382,000 | 142,000 | ||
Term of contract | 10 years | |||
Selling, general and administrative expenses | 107,245,000 | 16,471,000 | ||
Morehead, Kentucky | ||||
Class of Warrant or Right [Line Items] | ||||
Selling, general and administrative expenses | $ 1,000,000 | $ 2,214,000 | ||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 13,242,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Warrants | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called by each warrant (in shares) | shares | 1 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 2,335,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 10,907,000 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||
Minimum notice of redemption, term | 30 days | |||
Common stock price threshold which triggers warrant redemption (in dollars per share) | $ / shares | $ 18 | |||
Consecutive trading days threshold (in days) | day | 20 | |||
Trading day threshold (in days) | day | 30 | |||
Revolving Credit Facility | Line of Credit | ||||
Class of Warrant or Right [Line Items] | ||||
Collateral percentage | 105.00% | 105.00% | ||
Interest costs capitalized | $ 90,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Goodwill and Definite Lived Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 0 |
Root AI Acquisition | 50,863 |
Goodwill and other intangible asset impairment | (50,863) |
Goodwill, ending balance | 0 |
Intangible Assets | |
Intangible assets, beginning balance | 0 |
Root AI Acquisition | 9,754 |
Amortization | (716) |
Impairment | (9,038) |
Intangible assets, ending balance | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 25 years |
Leasehold and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 4 years |
Leasehold and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Machinery | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Machinery | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - Root AI | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of Reverse Recapitalization [Line Items] | |
Goodwill expected tax deductible amount | $ 0 |
SG&A | |
Schedule of Reverse Recapitalization [Line Items] | |
Transaction cost | $ 1,032,000 |
Business Combinations - Reconci
Business Combinations - Reconciliation of the Business Combination (Details) - USD ($) $ in Thousands | Jan. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Reverse Recapitalization [Line Items] | |||
Cash - Novus trust and cash, net of redemptions | $ 99,896 | ||
Cash - PIPE financing | $ 375 | 375,000 | |
Non-cash Convertible Note conversion | 30,808 | ||
Non-cash net liabilities assumed from Novus | (2,850) | ||
Less: Fair value of assumed common stock Private Warrants | (45,565) | ||
Less: transaction costs allocated to equity | (23,762) | ||
Net impact on total stockholders’ equity | 433,527 | ||
Less: cash payments for transaction costs at Closing Date | (2,634) | ||
Less: non-cash Convertible Note conversion | (30,808) | ||
Add: non-cash net liabilities assumed from Novus | 2,850 | ||
Add: non-cash fair value of assumed common stock Private Warrants | 45,565 | ||
Proceeds from Business Combination and PIPE Shares, net | 448,500 | $ 0 | |
Less: transaction costs included in net cash used in operating activities(a) | (13,261) | ||
Total net increase in cash and cash equivalents on Closing Date | $ 475 | 435,239 | |
Private Warrants | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Transaction costs recognized as operating expense | $ 2,887 |
Business Combinations - Total C
Business Combinations - Total Consideration, Net of Cash Acquired (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Net cash | $ 9,756 | $ 0 | |
Root AI | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common Stock issued (2,329 shares at approximately $21.00 per share) | $ 48,991 | ||
Stock options issued to replace unvested Root AI stock options | 361 | ||
Total equity | 49,352 | ||
Cash consideration paid for the settlement of vested Root AI stock options | 230 | ||
Cash consideration paid to Root AI shareholders | 9,512 | ||
Cash consideration paid to reimburse Root AI for seller transaction costs incurred | 150 | ||
Cash acquired | (136) | ||
Net cash | 9,756 | ||
Total consideration | $ 59,108 | ||
Shares issued to acquire business (in shares) | 2,329 | ||
Business acquisition, share price (in dollars per share) | $ 21 |
Business Combinations - Prelimi
Business Combinations - Preliminary Purchase Price Allocation for Root AI (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 0 | |
Root AI | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 50,863 | ||
Intangible assets (technology and intellectual property) | 9,754 | ||
Deferred taxes | (1,420) | ||
Net operating assets and liabilities | (89) | ||
Net assets acquired | $ 59,108 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 29, 2021 |
Liabilities: | |||||
Private Warrants | $ 1,385 | $ 4,337 | $ 20,319 | $ 29,920 | $ 45,565 |
Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 14 | ||||
Liabilities: | |||||
Private Warrants | 1,385 | ||||
Total liabilities | 3,105 | ||||
Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Foreign currency contracts | 14 | ||||
Liabilities: | |||||
Derivative liability | 63 | ||||
Fair Value, Recurring | Interest rate swap | |||||
Liabilities: | |||||
Derivative liability | 1,657 | ||||
Level 1 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 0 | ||||
Liabilities: | |||||
Private Warrants | 0 | ||||
Total liabilities | 0 | ||||
Level 1 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Foreign currency contracts | 0 | ||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 1 | Fair Value, Recurring | Interest rate swap | |||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 2 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 14 | ||||
Liabilities: | |||||
Private Warrants | 1,385 | ||||
Total liabilities | 3,105 | ||||
Level 2 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Foreign currency contracts | 14 | ||||
Liabilities: | |||||
Derivative liability | 63 | ||||
Level 2 | Fair Value, Recurring | Interest rate swap | |||||
Liabilities: | |||||
Derivative liability | 1,657 | ||||
Level 3 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 0 | ||||
Liabilities: | |||||
Private Warrants | 0 | ||||
Total liabilities | 0 | ||||
Level 3 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Foreign currency contracts | 0 | ||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 3 | Fair Value, Recurring | Interest rate swap | |||||
Liabilities: | |||||
Derivative liability | $ 0 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs to the Private Warrant Valuation (Details) | Dec. 31, 2021$ / sharesyr | Jan. 29, 2021yr$ / shares |
Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 11.50 | 11.50 |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 3.89 | 24.95 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.540 | 0.250 |
Remaining term in years | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | yr | 4.08 | 5 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.0112 | 0.0045 |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0 | 0 |
Fair Value Measurements - Priva
Fair Value Measurements - Private Warrant Activity (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 29, 2021 | |
Increase (Decrease) In Fair Value Of Warrants [Roll Forward] | |||||||
Fair value of Private Warrants, beginning | $ 45,565 | $ 4,337 | $ 20,319 | $ 29,920 | |||
Fair value of Private Warrants converted to Public Warrants | (201) | (3,113) | $ (5,819) | ||||
Change in fair value of Private Warrants | (9,826) | (2,952) | (15,781) | (6,488) | $ (35,047) | $ 0 | |
Fair value of Private Warrants, ending | $ 29,920 | $ 1,385 | $ 4,337 | $ 20,319 | $ 1,385 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,314 | $ 781 |
Growing crops | 3,684 | 2,606 |
Total inventories, net | $ 4,998 | $ 3,387 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (8,938) | $ (620) |
Property and equipment, net | 343,913 | 152,645 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32,395 | 7,277 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 79,450 | 57,362 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49,418 | 9,581 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 186,848 | 78,174 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,740 | $ 871 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 9,573 | $ 176 | |
Purchase price of Morehead CEA facility | $ 125,000 | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Right-to-use assets under finance lease related to Morehead CEA facility | $ 56,748 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Utility deposits | $ 7,479 | $ 0 |
Investment in unconsolidated entity | 5,000 | 0 |
Prepayments for fixed assets | 2,888 | 0 |
Deferred offering costs | 0 | 1,127 |
Other assets | 1,277 | 61 |
Total other assets | $ 16,644 | $ 1,188 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and related | $ 2,768 | $ 563 |
Professional service fees | 1,944 | 693 |
Construction costs | 8,467 | 2,574 |
Other accrued liabilities | 1,154 | 352 |
Utilities | 1,461 | 384 |
Interest on convertible debt with a related party | 0 | 618 |
Total accrued expenses | $ 15,794 | $ 5,184 |
Note Payable with a Related P_2
Note Payable with a Related Party (Details) - USD ($) $ / shares in Units, shares in Thousands | Jan. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 28, 2020 | May 12, 2020 | Apr. 15, 2019 |
Related Party Transactions [Line Items] | ||||||
Interest on convertible debt with a related party | $ 0 | $ 618,000 | ||||
Affiliated Entity | ||||||
Related Party Transactions [Line Items] | ||||||
Principal amount | $ 2,000 | $ 3,481,000 | ||||
Interest rate | 9.50% | 8.00% | ||||
Convertible Debt | ||||||
Related Party Transactions [Line Items] | ||||||
Principal amount | 30,000,000 | |||||
Interest on convertible debt with a related party | $ 618,000 | |||||
Convertible Debt | Common Stock | ||||||
Related Party Transactions [Line Items] | ||||||
Shares issued upon conversion (in shares) | 3,242 | |||||
Convertible Debt | Affiliated Entity | ||||||
Related Party Transactions [Line Items] | ||||||
Principal amount | $ 30,000,000 | |||||
Interest rate | 8.00% | |||||
Conversion price (in dollars per share) | $ 9.50 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 27, 2021 | Jul. 23, 2021 | Jun. 21, 2021 | Jun. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 622,000 | |||||
Interest costs capitalized | 2,260,000 | $ 0 | ||||
Restricted cash | $ 25,556,000 | $ 0 | ||||
Interest rate swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, fixed interest rate | 1.602% | |||||
Derivative, term of contract | 20 years | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.375% | |||||
Borrowing amount | $ 24,335,000 | |||||
Long-term debt, gross | 24,335,000 | |||||
Interest costs capitalized | $ 90,000 | |||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Collateral percentage | 105.00% | 105.00% | ||||
LIBOR | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Rabo Loan | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 656,000 | |||||
Interest expense | 1,693,000 | |||||
Long-term debt, gross | $ 75,000,000 | |||||
Rabo Loan | Secured Debt | Interest rate swap | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4.102% | |||||
Rabo Loan | LIBOR | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | |||||
Construction Loan | Construction Loans | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 91,000,000 | |||||
Debt issuance costs | $ 382,000 | |||||
Capital costs in excess of equity stake percentage | 34.50% | |||||
Interest rate | 8.00% | |||||
Increased monthly percentage | 0.20% | |||||
Debt instrument, period of first required interest payment | 2 years | |||||
Long-term debt, gross | 31,944,000 | |||||
Interest costs capitalized | $ 477,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Net of debt issuance costs | $ (622,000) | |
Debt, net of issuance costs | 130,657,000 | |
Less current portion | (28,020,000) | $ 0 |
Long-term debt, net of current portion | 102,637,000 | $ 0 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 24,335,000 | |
Rabo Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 75,000,000 | |
Net of debt issuance costs | (656,000) | |
Construction Loan | Construction Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 31,944,000 | |
Net of debt issuance costs | $ (382,000) |
Debt - Principal Requirements o
Debt - Principal Requirements of Debt Maturing (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 28,085 |
2023 | 3,750 |
2024 | 35,694 |
2025 | 3,750 |
2026 | $ 3,750 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 01, 2021 | May 12, 2020 | May 13, 2019 | Apr. 15, 2019 | |
Long-term Purchase Commitment [Line Items] | ||||||
Term of contract | 20 years | |||||
Finance lease liability | $ 58,496,000 | |||||
Interests acquired | 100.00% | |||||
Financing obligation related to construction in progress assets | $ 66,504,000 | |||||
Short-term lease cost | $ 940,000 | $ 0 | ||||
Purchase commitments to be realized in the next twelve months | 915,000 | |||||
Purchase commitments | 0 | |||||
Operating lease expense | 1,485,000 | 169,000 | ||||
SG&A | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Operating lease expense | 954,000 | 169,000 | ||||
COGS | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Operating lease expense | $ 531,000 | 0 | ||||
Affiliated Entity | ||||||
Long-term Purchase Commitment [Line Items] | ||||||
Principal amount | $ 2,000 | $ 3,481,000 | ||||
Interest rate | 9.50% | 8.00% | ||||
Finance lease liability | 59,216,000 | |||||
Right of use asset | 56,748,000 | |||||
Construction-in-progress assets | 54,649,000 | |||||
Financing obligation | $ 58,795,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating leases | ||
2022 | $ 1,132 | |
2023 | 1,190 | |
2024 | 1,089 | |
2025 | 1,030 | |
2026 | 2,228 | |
2027 and thereafter | 432 | |
Total minimum payments required | 7,100 | |
Less: imputed interest costs | (1,411) | |
Present value of net minimum lease payments | $ 5,689 | |
Weighted-average imputed interest rate | 7.18% | |
Weighted-average remaining lease term | 6 years 1 month 6 days | |
Current portion of lease liabilities | $ 751 | $ 166 |
Lease liabilities, net of current portion | 4,938 | 1,370 |
Cash paid for amounts included in the measurement of operating lease liabilities | 552 | 96 |
Operating lease right-of-use assets and liabilities | $ 3,989 | $ 1,441 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - 12 months ended Dec. 31, 2021 € in Thousands, $ in Thousands | USD ($) | EUR (€) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amortization expense related to foreign currency hedge contracts | $ 504 | |
Deferred tax asset, other comprehensive loss | 521 | |
Accumulated Other Comprehensive Loss | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Balance in AOCL | 1,951 | |
Foreign currency contracts | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | € | € 19,149 | |
Derivative collateral | 3,710 | |
Derivative liability | $ 49 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Before and After Tax Amounts for the Various Components of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
After Tax | $ (1,951) | $ 0 |
Accumulated Other Comprehensive Loss | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | (1,951) | |
Tax (Expense) Benefit | 0 | |
After Tax | (1,951) | |
Foreign currency contracts | Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | (294) | |
Tax (Expense) Benefit | 0 | |
After Tax | (294) | |
Interest rate swap | Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | (1,657) | |
Tax (Expense) Benefit | 0 | |
After Tax | $ (1,657) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred income tax expense: | ||
Federal | $ 920 | $ 8 |
State | 69 | 1 |
Total deferred income tax expense | 989 | 9 |
Income tax expense | $ 989 | $ 9 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Loss before income taxes | $ (165,197) | $ (17,439) |
Income tax benefit at U.S. Federal statutory rate | (34,691) | (3,662) |
Permanent items | 10,268 | 211 |
Change in valuation allowance | 30,349 | 4,122 |
State income taxes, net of U.S. Federal income tax benefit | (4,940) | (662) |
Other | 3 | 0 |
Income tax expense | $ 989 | $ 9 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income tax benefit at U.S. Federal statutory rate | 21.00% | 21.00% |
State income taxes, net of U.S. Federal income tax benefit | 3.00% | 3.80% |
Permanent items | (6.20%) | (1.20%) |
Change in valuation allowance | (18.40%) | (23.60%) |
Other | 0.00% | 0.00% |
Total taxes | (0.60%) | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 29,340 | $ 4,857 |
Stock-based compensation | 3,170 | 0 |
Lease liabilities | 1,521 | 15,680 |
Financing obligation | 0 | 15,582 |
Other | 2,933 | 20 |
Deferred tax assets | 36,963 | 36,137 |
Valuation allowance | (35,792) | (4,922) |
Total deferred tax assets | 1,171 | 31,216 |
Deferred tax liabilities: | ||
Property, plant and equipment | (2,250) | (30,879) |
Operating lease right-of-use assets | (1,339) | (350) |
Total deferred tax liabilities | (3,589) | (31,229) |
Net deferred tax liabilities | $ (2,418) | $ (13) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred income tax benefit | $ 989,000 | $ 9,000 |
Valuation allowance, increased | 30,870,000 | |
Uncertain tax positions | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 118,031,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 117,965,000 |
Stock Compensation and Other _3
Stock Compensation and Other Benefit Plans - Narrative (Details) - USD ($) | Jun. 29, 2021 | Jan. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 49,433,000 | 33,868,000 | ||
Options granted in period (in shares) | 48,000 | |||
Stock-based compensation expense | $ 40,910,000 | $ 154,000 | ||
Unrecognized stock-based compensation expense for stock options | 320,000 | |||
Outstanding, intrinsic value | 10,002,000 | |||
Intrinsic value of exercisable options | 7,165,000 | |||
Intrinsic value of options forfeited | $ 0 | $ 472,000 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 17.74 | $ 0.33 | ||
Intrinsic value of options exercised | $ 751,000 | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 6,568,000 | |||
Number of shares granted (in shares) | 6,365,000 | 2,545,000 | ||
Stock-based compensation expense | $ 25,273,000 | |||
Award vesting period | 48 months | |||
Restricted stock units | Vesting Condition One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25.00% | |||
Restricted stock units | Vesting Condition Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 36 months | |||
Award vesting interval | 3 months | |||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 2,005,000 | |||
Share-based compensation expense | $ 80,000 | |||
Purchase price of common stock, percent | 85.00% | |||
Shares purchased (in shares) | 39,000 | |||
Employee subscription rate, minimum | 1.00% | |||
Employee subscription rate, maximum | 15.00% | |||
Maximum employee contribution amount | $ 25,000 | |||
Offering period | 6 months | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 236,000 | $ 154,000 | ||
Period for recognition | 9 months 18 days | |||
Award expiration period | 10 years | |||
Incentive Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 48 months | |||
Award expiration period | 10 years | |||
Incentive Stock Option | Initial vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25.00% | |||
Incentive Stock Option | Subsequent vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 36 months | |||
Nonqualified Stock Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 10 months | |||
Nonqualified Stock Option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 30 months | |||
The 2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 10,027,000 | |||
Shares granted (in shares) | 6,589,000 | |||
The 2021 Plan | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 6,541,000 | |||
Number of shares granted (in shares) | 5,017,000 | |||
Unrecognized stock-based compensation expense | $ 47,247,000 | |||
Period for recognition | 1 year 2 months 12 days | |||
The 2021 Plan | Restricted stock units | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 2,937,000 | |||
The 2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 4,558,000 | |||
Share-based compensation expense | $ 2,616,000 | |||
The 2018 Plan | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 13,291,000 | |||
Number of shares granted (in shares) | 1,308,000 | |||
Unrecognized stock-based compensation expense | $ 6,533,000 | |||
SG&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 39,030,000 | 154,000 | ||
SG&A | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 15,168,000 | |||
COGS | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,880,000 | $ 0 |
Stock Compensation and Other _4
Stock Compensation and Other Benefit Plans - Assumptions Used for Awards (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term in years | 5 years 9 months 18 days | |
Risk-free interest rate | 0.41% | |
Expected volatility | 49.45% | |
Expected dividend yield | 0.00% | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Offering date closing price (in dollars per share) | $ 16.90 | |
Term in years | 6 months | |
Risk-free interest rate | 0.04% | |
Expected volatility | 70.00% | |
Purchase discount | 15.00% |
Stock Compensation and Other _5
Stock Compensation and Other Benefit Plans - Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Beginning balance (in shares) | 2,978 | |
Granted (in shares) | 48 | |
Exercised (in shares) | (135) | (2,100) |
Forfeited or expired (in shares) | (83) | |
Ending balance (in shares) | 2,808 | 2,978 |
Exercisable (in shares) | 1,996 | |
Weighted average exercise price | ||
Beginning balance (in dollars per share) | $ 0.33 | |
Granted (in dollars per share) | 0.56 | |
Exercised (in dollars per share) | 0.32 | |
Forfeited or expired (in dollars per share) | 0.58 | |
Ending balance (in dollars per share) | 0.33 | $ 0.33 |
Exercisable (in dollars per share) | $ 0.30 | |
Weighted average remaining contractual term (in years) | 7 years 9 months 14 days | 8 years 8 months 15 days |
Weighted average remaining contractual term, exercisable (in years) | 7 years 7 months 6 days |
Stock Compensation and Other _6
Stock Compensation and Other Benefit Plans - Restricted Stock Unit Activity (Details) - Restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Units | |
Beginning balance (in shares) | shares | 2,545 |
Granted (in shares) | shares | 6,568 |
Vested (in shares) | shares | (955) |
Forfeited or cancelled (in shares) | shares | (1,793) |
Ending balance (in shares) | shares | 6,365 |
Weighted average grant date fair value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.07 |
Granted (in dollars per share) | $ / shares | 14.74 |
Vested (in dollars per share) | $ / shares | 10.29 |
Forfeited (in dollars per share) | $ / shares | 12.21 |
Ending balance (in dollars per share) | $ / shares | $ 13.68 |
Common Stock (Details)
Common Stock (Details) | Dec. 15, 2021USD ($)shares | Dec. 31, 2021USD ($)voteshares | Dec. 31, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |||
Number of votes | vote | 1 | ||
Dividends | $ | $ 0 | $ 0 | |
Common stock reserved for issuance (in shares) | 49,433,000 | 33,868,000 | |
Issuance of common stock for commitment shares | $ | $ 1,006,000 | $ 0 | |
Common Stock, $0.0001 par value per share | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of common stock for commitment shares (in shares) | 198,000 | ||
B. Riley Principal Capital | Common Stock, $0.0001 par value per share | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock purchase agreement, maximum consideration to be received | $ | $ 100,000 | ||
Common stock purchase agreement term | 24 months | ||
Maximum shares issued as a percentage of outstanding common stock | 19.99% | ||
Common stock purchase agreement, maximum shares to be issued | 20,143,000 | ||
Issuance of common stock for commitment shares (in shares) | 197,628 | ||
Minimum | B. Riley Principal Capital | Common Stock, $0.0001 par value per share | |||
Subsidiary, Sale of Stock [Line Items] | |||
Discount rate | 3.00% | ||
Maximum | B. Riley Principal Capital | Common Stock, $0.0001 par value per share | |||
Subsidiary, Sale of Stock [Line Items] | |||
Discount rate | 5.00% |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 22,375 | 5,523 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 2,808 | 2,978 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 6,325 | 2,545 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 13,242 | 0 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss | $ (166,186) | $ (17,448) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 95,571 | 38,072 |
Weighted-average common shares outstanding, diluted (in shares) | 95,571 | 38,072 |
Net loss per common share, basic (in dollars per share) | $ (1.74) | $ (0.46) |
Net loss per common share, diluted (in dollars per share) | $ (1.74) | $ (0.46) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 31, 2022 | Jan. 10, 2022 | Sep. 27, 2021 |
Forecast | |||
Subsequent Event [Line Items] | |||
Restructuring and related cost | $ 2,000,000 | ||
Revolving Credit Facility | Line of Credit | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 25,000,000 | ||
Subsequent Event | Revolving Credit Facility | Line of Credit | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 |