AppHarvest (APPHW) 10-Q 7 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Oct. 28, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39288
Entity Registrant Name	AppHarvest, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-5042965
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		107,904,176
Entity Central Index Key	0001807707
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
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 whole warrant 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 whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	APPHW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 36,231	$ 150,755
Restricted cash	22,464	25,556
Accounts receivable, net	4	1,575
Inventories, net	12,409	4,998
Prepaid expenses and other current assets	4,850	5,613
Total current assets	75,958	188,497
Operating lease right-of-use assets, net	1,677	5,010
Property and equipment, net	458,744	343,913
Other assets, net	27,079	16,644
Total non-current assets	487,500	365,567
Total assets	563,458	554,064
Current Liabilities
Accounts payable	10,500	8,553
Accrued expenses	17,648	15,794
Current portion of lease liabilities	472	751
Current portion of long-term debt	3,685	28,020
Other current liabilities	106	119
Total current liabilities	32,411	53,237
Long-term debt, net of current portion	181,619	102,637
Lease liabilities, net of current portion	1,898	4,938
Deferred income tax liabilities	3,594	2,418
Private Warrant liabilities	514	1,385
Other liabilities	107	1,809
Total non-current liabilities	187,732	113,187
Total liabilities	220,143	166,424
Commitments and contingencies (Note 11)
Stockholders’ equity
Preferred stock, par value $0.0001, 10,000 shares authorized, 0 issued and outstanding, as of September 30, 2022 and December 31, 2021	0	0
Common stock, par value $0.0001, 750,000 shares authorized, 107,278 and 101,136 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	11	10
Additional paid-in capital	605,222	576,895
Accumulated deficit	(270,638)	(187,314)
Accumulated other comprehensive income (loss)	8,720	(1,951)
Total stockholders’ equity	343,315	387,640
Total liabilities and stockholders’ equity	$ 563,458	$ 554,064

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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)	107,278,000	101,136,000
Common stock, shares outstanding (in shares)	107,278,000	101,136,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net sales	$ 524	$ 543	$ 10,046	$ 5,980
Cost of goods sold	5,874	7,482	33,549	30,001
Gross profit (loss)	(5,350)	(6,939)	(23,503)	(24,021)
Operating expenses:
Selling, general and administrative expenses	17,514	25,401	58,778	84,357
Total operating expenses	17,514	25,401	58,778	84,357
Loss from operations	(22,864)	(32,340)	(82,281)	(108,378)
Other income (expense):
Interest expense from related parties	0	0	0	(658)
Interest expense	0	(805)	0	(893)
Change in fair value of Private Warrants	27	15,781	(233)	32,095
Other	297	113	366	574
Loss before income taxes	(22,540)	(17,251)	(82,148)	(77,260)
Income tax expense	(1,444)	(17)	(1,176)	(539)
Net loss	(23,984)	(17,268)	(83,324)	(77,799)
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives contracts, net of tax	3,551	(66)	10,671	(2,578)
Comprehensive loss	$ (20,433)	$ (17,334)	$ (72,653)	$ (80,377)
Net loss per common share:
Net loss per common share, basic (in dollars per share)	$ (0.23)	$ (0.17)	$ (0.80)	$ (0.83)
Net loss per common share, diluted (in dollars per share)	$ (0.23)	$ (0.17)	$ (0.80)	$ (0.83)
Weighted average common shares outstanding:
Weighted-average common shares outstanding, basic (in shares)	106,453	100,437	103,643	93,823
Weighted-average common shares outstanding, diluted (in shares)	106,453	100,437	103,643	93,823

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Previously reported	Previously reported Common Stock	Previously reported Additional Paid-in Capital	Previously reported Accumulated Deficit	Previously reported Accumulated Other Comprehensive Income (Loss)	Retroactive application of recapitalization	Retroactive application of recapitalization Common Stock	Retroactive application of recapitalization Additional Paid-in Capital
Beginning balance (in shares) at Dec. 31, 2020		44,461					9,750					34,711
Beginning balance at Dec. 31, 2020	$ 24,766	$ 4	$ 45,890	$ (21,128)	$ 0	$ (20,441)	$ 1	$ 686	$ (21,128)	$ 0	$ 45,207	$ 3	$ 45,204
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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	5,819		5,819
Stock option exercise (in shares)		103
Stock option exercise	35		35
Stock-based compensation	6,287		6,287
Net loss	(28,515)			(28,515)
Other comprehensive income (loss)	(669)				(669)
Ending balance (in shares) at Mar. 31, 2021		97,925
Ending balance at Mar. 31, 2021	441,250	$ 10	491,552	(49,643)	(669)
Beginning balance (in shares) at Dec. 31, 2020		44,461					9,750					34,711
Beginning balance at Dec. 31, 2020	24,766	$ 4	45,890	(21,128)	0	$ (20,441)	$ 1	$ 686	$ (21,128)	$ 0	$ 45,207	$ 3	$ 45,204
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(77,799)
Other comprehensive income (loss)	(2,578)				(2,578)
Ending balance (in shares) at Sep. 30, 2021		100,674
Ending balance at Sep. 30, 2021	465,440	$ 10	566,935	(98,927)	(2,578)
Beginning balance (in shares) at Mar. 31, 2021		97,925
Beginning balance at Mar. 31, 2021	441,250	$ 10	491,552	(49,643)	(669)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Private Warrants	3,114		3,114
Issuance of common stock for acquisition of Root AI (in shares)		2,329
Issuance of common stock for acquisition of Root AI	48,991		48,991
Issuance of stock options for business combination	361		361
Vesting of restricted stock units (in shares)		21
Vesting of restricted stock units	(108)		(108)
Stock-based compensation	13,390		13,390
Net loss	(32,016)			(32,016)
Other comprehensive income (loss)	(1,843)				(1,843)
Ending balance (in shares) at Jun. 30, 2021		100,275
Ending balance at Jun. 30, 2021	473,139	$ 10	557,300	(81,659)	(2,512)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Private Warrants	201		201
Vesting of restricted stock units (in shares)		391
Vesting of restricted stock units	(2,233)		(2,233)
Warrants exercised (in shares)		8
Warrants exercised	96		96
Stock-based compensation	11,571		11,571
Net loss	(17,268)			(17,268)
Other comprehensive income (loss)	(66)				(66)
Ending balance (in shares) at Sep. 30, 2021		100,674
Ending balance at Sep. 30, 2021	465,440	$ 10	566,935	(98,927)	(2,578)
Beginning balance (in shares) at Dec. 31, 2021		101,136
Beginning balance at Dec. 31, 2021	387,640	$ 10	576,895	(187,314)	(1,951)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Private Warrants	1,104		1,104
Stock option exercise	36		36
Vesting of restricted stock units (in shares)		414
Vesting of restricted stock units	(953)		(953)
Stock-based compensation	6,035		6,035
Net loss	(30,635)			(30,635)
Other comprehensive income (loss)	4,360				4,360
Ending balance (in shares) at Mar. 31, 2022		101,550
Ending balance at Mar. 31, 2022	367,587	$ 10	583,117	(217,949)	2,409
Beginning balance (in shares) at Dec. 31, 2021		101,136
Beginning balance at Dec. 31, 2021	387,640	$ 10	576,895	(187,314)	(1,951)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(83,324)
Other comprehensive income (loss)	10,671				10,671
Ending balance (in shares) at Sep. 30, 2022		107,278
Ending balance at Sep. 30, 2022	343,315	$ 11	605,222	(270,638)	8,720
Beginning balance (in shares) at Mar. 31, 2022		101,550
Beginning balance at Mar. 31, 2022	367,587	$ 10	583,117	(217,949)	2,409
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercise (in shares)		762
Stock option exercise	22		21
Issuance of common stock under the Purchase Agreement (in shares)		3,150
Issuance of common stock under the Purchase Agreement	8,232		8,232
Issuance of common stock for Employee Stock Purchase Plan (in shares)		78
Issuance of common stock for Employee Stock Purchase Plan	211		211
Vesting of restricted stock units (in shares)		197
Vesting of restricted stock units	(369)		(369)
Stock-based compensation	5,993		5,993
Net loss	(28,705)			(28,705)
Other comprehensive income (loss)	2,760				2,760
Ending balance (in shares) at Jun. 30, 2022		105,737
Ending balance at Jun. 30, 2022	355,731	$ 11	597,205	(246,654)	5,169
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercise (in shares)		338
Stock option exercise	80		80
Issuance of common stock under the Purchase Agreement (in shares)		360
Issuance of common stock under the Purchase Agreement	1,298		1,298
Issuance of common stock, net (in shares)		542
Issuance of common stock, net	1,347		1,347
Vesting of restricted stock units (in shares)		301
Vesting of restricted stock units	(175)		(175)
Stock-based compensation	5,467		5,467
Net loss	(23,984)			(23,984)
Other comprehensive income (loss)	3,551				3,551
Ending balance (in shares) at Sep. 30, 2022		107,278
Ending balance at Sep. 30, 2022	$ 343,315	$ 11	$ 605,222	$ (270,638)	$ 8,720

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities
Net loss	$ (83,324,000)	$ (77,799,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Private Warrants	233,000	(32,095,000)
Deferred income tax expense	1,176,000	539,000
Depreciation and amortization	9,941,000	7,791,000
Fixed asset impairment	1,070,000	0
Stock-based compensation expense	17,495,000	31,248,000
Rent payments in excess of expense	(158,000)	(72,000)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	1,571,000	259,000
Inventories, net	(7,411,000)	(800,000)
Prepaid expenses and other current assets	762,000	(2,752,000)
Other assets, net	(1,722,000)	(10,486,000)
Accounts payable	888,000	811,000
Accrued expenses	(1,577,000)	1,575,000
Other current liabilities	50,000	(178,000)
Other non-current liabilities	(46,000)	617,000
Net cash used in operating activities	(61,052,000)	(81,342,000)
Investing Activities
Purchases of property and equipment	(121,613,000)	(112,903,000)
Purchases of property and equipment from a related party	0	(122,911,000)
Cost of acquisition, net of cash acquired	0	(9,756,000)
Investment in unconsolidated entity	0	(5,000,000)
Net cash used in investing activities	(121,613,000)	(250,570,000)
Financing Activities
Proceeds from Business Combination and PIPE shares, net	0	448,500,000
Proceeds from debt	105,759,000	95,709,000
Repayments of debt	(48,597,000)	0
Debt issuance costs	(2,430,000)	(1,046,000)
Payments on financing obligation to a related party	0	(2,088,000)
Proceeds from stock options exercised	137,000	35,000
Proceeds from exercise of warrants	0	95,000
Proceeds from Employee Stock Purchase Plan	211,000	0
Payments of withholding taxes on restricted stock units	(1,497,000)	(2,341,000)
Proceeds from issuance of common stock	11,466,000	0
Other financing activities	0	(37,000)
Net cash provided by financing activities	65,049,000	538,827,000
Change in cash and cash equivalents	(117,616,000)	206,915,000
Cash, cash equivalents and restricted cash at the beginning of period	176,311,000	21,909,000
Cash, cash equivalents and restricted cash at the end of period	58,695,000	228,824,000
Less restricted cash at the end of the period	22,464,000	0
Cash and cash equivalents at the end of the period	36,231,000	228,824,000
Non-cash Activities:
Fixed assets purchases in accounts payable	1,059,000	14,170,000
Fixed assets purchases in accrued liabilities	3,431,000	8,331,000
Termination of operating leases which decrease operating lease liabilities	3,031,000	0
Operating lease assets obtained in exchange for new operating lease liabilities	$ 169,000	$ 1,055,000

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2022
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 a sustainable food company in Appalachia developing and operating some of the world’s largest high-tech indoor farms with robotics and artificial intelligence to build a reliable, climate-resilient food system. AppHarvest’s farms are designed to grow produce using sunshine, rainwater and up to 90% less water than open-field growing, all while producing yields up to 30 times that of traditional agriculture and preventing pollution from agricultural runoff. AppHarvest combines conventional agricultural techniques with cutting-edge technology, including artificial intelligence and robotics, to improve access to nutritious food, while 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. Subsequent to the construction of the Morehead CEA facility, AppHarvest started construction on four more CEA facilities. Two of the facilities became operational in October 2022, one located in Berea, Kentucky (the “Berea salad greens facility”) and the other located Somerset, Kentucky (the “Somerset facility”). The Berea salad greens facility will harvest salad greens and the Somerset facility will primarily grow strawberries, but is also expected to seasonally grow cucumbers. The CEA facility in Richmond, Kentucky (the “Richmond tomato facility”), which is still under construction, is intended to grow tomatoes. A second Morehead, Kentucky facility (the “Morehead salad greens facility”), which is adjacent to the Morehead CEA facility, commenced construction in June 2021 and is intended to grow salad greens. The Company has indefinitely paused the development of the 10-acre Morehead salad greens facility, with resumption of construction contingent upon financing. 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.”). 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 new operating facilities at full capacity. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. The Company has incurred losses from operations and generated negative cash flows from operating activities since inception. During the nine months ended September 30, 2022, the Company incurred net losses of $83,324 and generated negative cash flows from operations of $61,052. The Company’s current operating plan, which includes its planting and harvesting activities, indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities. In addition, debt service requirements and the Company’s plans to continue to invest in the build-out and start-up of its new and future CEA facilities, including the Berea salad greens facility, Richmond tomato facility and Somerset facility, will have an adverse impact on its liquidity. As of September 30, 2022, the Company had $36,231 of cash on hand, and an accumulated deficit of $270,638. Management believes there is substantial doubt about the Company’s ability to continue as a going concern. On October 24, 2022, AppHarvest Berea Farm, LLC (the “Borrower Subsidiary”), a wholly-owned indirect subsidiary of the Company, entered into a note and loan agreement (the “Note and Loan Agreement”) in the principal amount of $30,000 (the “Note”) with Mastronardi Produce-USA, Inc. (“Mastronardi USA”). Pursuant to the Note and Loan Agreement, Mastronardi USA agreed to advance $15,000 upon the execution of the agreement and further amounts of up to $15,000 provided that no event of default has occurred under the Note and Loan Agreement and certain other conditions have been met. The first tranche of $15,000 was funded on October 25, 2022. Subject to any acceleration by Mastronardi USA or extension by the Borrower Subsidiary, all outstanding principal (including payment in kind amounts), together with all accrued and unpaid interest, and any other sums payable under the loan documents shall be due and payable in full on December 19, 2022 (the “Initial Maturity Date”). The Initial Maturity Date may be extended for two (2) successive terms (the “Extension Option”) of thirty (30) days each to January 18, 2023 if the first Extension Option is exercised and February 17, 2023 if the second Extension Option is exercised, in each case subject to the satisfaction of certain conditions, including that the Borrower Subsidiary shall have agreed to the material terms for a sale leaseback transaction with Mastronardi USA, its affiliate or another third party. See Note 16 - Subsequent Events - Mastronardi Note and Loan Agreement for further details regarding the terms of the financing. The Company will need to raise additional funds in order to operate its business, meet obligations as they become due and continue the ongoing construction, build-out and start-up of its CEA facilities. The Company is pursuing a potential sale-leaseback of the Berea salad greens facility. The Company is also pursuing additional financing alternatives, which include third-party equity or debt financing, or other sources, such as strategic relationships or other transactions with third parties, that may or may not include business combination transactions. However, financing may not be available to the Company in the necessary time frame, in amounts that the Company requires, on terms that are acceptable to the Company, or at all. If the Company is unable to raise the necessary funds when needed, it may materially and adversely impact the Company’s ability to execute on its operating plans, and the operating of its current CEA facilities or the construction, build-out and start-up of its CEA facilities could be delayed, scaled back, or abandoned. If the Company becomes unable to continue as a going concern, it may have to dispose of assets and might realize significantly less than the values at which they are carried on its consolidated financial statements. These actions may cause the Company’s stockholders to lose all or part of their investment in the Company’s common stock. The condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited condensed consolidated financial statement should be used in conjunction with the Company’s audited consolidated financial statements, as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation. All dollar and share amounts are in thousands, except per share amounts, unless otherwise noted.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Use of Estimates in Condensed Consolidated Financial Statements In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported in the condensed consolidated 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 COVID-19 pandemic and geopolitical tensions, such as Russia’s incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, 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. 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 as of September 30, 2022, primarily represents contributions to a project and interest reserve account for the Somerset facility pursuant to a loan agreement entered into in July 2022 with Greater Nevada Credit Union (the “GNCU Loan Agreement”) in the amount of $20,455. Restricted cash as of September 30, 2022, also includes $2,009 related to a master credit agreement with Rabo AgriFinance LLC (the “Rabo Loan”). See Note 10 - Debt for more information on these reserve accounts. Restricted cash as of December 31, 2021, represents collateral for a promissory note with JPMorgan Chase Bank, N.A. (the “JPM Loan”) which required 105% of the aggregate borrowings to be held as collateral. The JPM Loan was repaid in full in July 2022. Warrants At September 30, 2022, there were 13,242 warrants to purchase Common Stock outstanding, consisting of 11,920 public warrants (“Public Warrants”) and 1,322 private warrants (“Private Warrants” and together with Public Warrants, “Warrants”). The Private Warrants are held by the initial stockholders of the special purpose acquisition company. 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 fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model. See Note 5 - Fair Value Measurements for inputs used in calculating the estimated fair value. 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 September 30, 2022 and December 31, 2021, the Company had no allowance for doubtful accounts. Capitalization of Interest During the three and nine months ended September 30, 2022, $2,848 and $6,609 of interest expense has been capitalized, respectively, compared to $114 during the three and nine months ended September 30, 2021. New Accounting Pronouncements No new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the condensed consolidated financial statements .

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring During the nine months ended September 30, 2022, the Company initiated and completed a restructuring plan to reduce operating costs, prioritize core farm operations and align technical resources to support farm production and quality improvements. 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. During the three and nine months ended September 30, 2022, the Company incurred costs of $246 and $3,467 related to the restructuring initiative, of which $246 and $2,335 was for severance and other benefits and $0 and $1,132 was for legal and other costs for the three and nine-months ended September 30, 2022, respectively. In addition to the restructuring actions noted above, during the nine months ended September 30, 2022, the Company recognized a $1,070 impairment charge for certain technology property and equipment that will no longer be utilized following the Company’s alignment of its technology initiatives with core farm operations. The Company did not recognize any such impairment charge during the three months ended September 30, 2022. All of the costs as disclosed above are included in sales, general and administrative (“SG&A”) in the unaudited condensed consolidated statements of operations and comprehensive loss. As of September 30, 2022, the Company had no further liabilities remaining associated with the restructuring events which occurred during the nine months ended September 30, 2022. In November 2022, the Company began a third restructuring plan to further reduce operating costs (the “November 2022 Restructuring”). See Note 16 - Subsequent Events - November 2022 Restructuring

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue RecognitionSubstantially all of the Company’s revenues are generated from the sale of tomatoes under an agreement with one customer, Mastronardi Produce Limited (“Mastronardi”). 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
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: September 30, 2022 December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Interest rate swap Other assets, net $ — $ 8,807 $ — $ 8,807 $ — $ — $ — $ — Foreign currency contracts Other assets, net — — — — — 14 — 14 Total assets $ — $ 8,807 $ — $ 8,807 $ — $ 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 — 514 — 514 — 1,385 — 1,385 Total liabilities $ — $ 514 $ — $ 514 $ — $ 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. As of September 30, 2022, the carrying value of the Company’s debt, other than the GNCU Loan, approximated 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 fair value of the GNCU Loan was estimated using discounted cash flow analyses based on current estimated incremental borrowing rates for similar types of borrowing arrangements (Level 2). If our GNCU Loan was measured at fair value, it would have been $41,833 as of September 30, 2022. 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: September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 1.97 $ 3.89 Volatility 82.0 % 54.0 % Remaining term in years 3.33 4.08 Risk-free rate 4.10 % 1.12 % Dividend yield — — The following table summarizes the private warrant activity for the three and nine months ended September 30, 2022: Fair value of Private Warrants on December 31, 2021 $ 1,385 Fair value of Private Warrants converted to Public Warrants (1,104) Change in fair value of Private Warrants 1,329 Fair value of Private Warrants outstanding as of March 31, 2022 1,610 Fair value of Private Warrants converted to Public Warrants — Change in fair value of Private Warrants (1,069) Fair value of Private Warrants outstanding as of June 30, 2022 541 Fair value of Private Warrants converted to Public Warrants — Change in fair value of Private Warrants (27) Fair value of Private Warrants outstanding as of September 30, 2022 $ 514 The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax impact relating to changes in the fair value of the Private Warrants. The changes in the fair value of the Private Warrants may be material to our future operating results.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventories	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. September 30, 2022 December 31, 2021 Raw materials $ 5,606 $ 1,314 Growing crops 6,803 3,684 Total inventories, net $ 12,409 $ 4,998

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment September 30, 2022 December 31, 2021 Land $ 32,309 $ 32,395 Buildings 124,172 79,450 Machinery and equipment 88,010 49,418 Construction in progress 228,206 186,848 Leasehold improvements 4,705 4,740 Less: accumulated depreciation (18,658) (8,938) Total property and equipment, net $ 458,744 $ 343,913 Depreciation expense was $3,728 and $9,784 for the three and nine months ended September 30, 2022, compared to $2,752 and $6,887 for the three and nine months ended September 30, 2021.

Other Assets

Other Assets	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Other Assets September 30, 2022 December 31, 2021 Utility deposits $ 9,115 $ 7,479 Investment in unconsolidated entity 5,000 5,000 Prepayments for fixed assets 3,635 2,888 Interest rate swap 8,807 — Other assets 522 1,277 Total other assets $ 27,079 $ 16,644

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Accrued Expenses	Accrued Expenses September 30, 2022 December 31, 2021 Construction costs $ 11,898 $ 8,467 Other accrued liabilities 2,892 2,615 Payroll and related 1,834 2,768 Professional service fees 1,024 1,944 Total accrued expenses $ 17,648 $ 15,794

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt September 30, 2022 December 31, 2021 Rabo Loan $ 72,188 $ 75,000 Construction Loan 66,252 31,944 GNCU Loan 50,000 — JPM Loan — 24,335 Unamortized debt issuance costs (3,136) (622) Debt, net of issuance costs 185,304 130,657 Less current portion (3,685) (28,020) Long term, net $ 181,619 $ 102,637 On July 29, 2022, the Company entered into the GNCU Loan Agreement for an original principal amount of $50,000 (the “GNCU Loan”), to be used, in part, for the development of a commercial scale greenhouse facility upon thirty acres of the Company’s real property in Pulaski County, Kentucky (the “Project”). The GNCU Loan is guaranteed in favor of the GNCU Lender by the U.S. Department of Agriculture (“USDA”) through the USDA’s Business and Industry Loan Guarantee and Rural Energy for America Programs. The GNCU Loan has a maturity of 23 years with interest-only monthly payments on the aggregate unpaid principal balance of the GNCU Loan for the first 36 months. Thereafter, the Company will make 239 monthly installments of principal and interest based on a 20-year amortization, with the remaining balance of principal and interest due upon maturity. The initial interest rate is fixed at 6.45% per annum for the first five years of the GNCU Loan term. Thereafter, the interest rate is subject to change every five years during the term of the GNCU Loan, based on the Federal Home Loan Bank of Des Moines 5-Year Advance Rate as of such dates, plus a 3.40% spread, with an interest rate floor of 4.75%. The collateral securing the payment and performance of the obligations under the GNCU Loan consists of: (i) a Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing (the “Mortgage”) granting a first priority lien on all real property, and a security interest in all personal property, owned by the Borrower Subsidiary, including the Project; and (ii) a Security Agreement pursuant to which the Borrower Subsidiary has granted Lender a security interest in and to all the Borrower Subsidiary’s machinery and equipment, and other personal property collateral. The proceeds of the GNCU Loan were used at closing to, in part, pay off the JPM Loan and accrued interest, of approximately $45,700, and to pay the closing costs, loan fees, and other costs of entering into the GNCU Loan. The GNCU Loan is recorded at cost, net of debt issuance costs of $2,561. The GNCU Loan required the Company to contribute $3,250 to be held in an interest reserve account and $19,084 in a project account, to be used to pay interest and the balance of Project cost for the Somerset facility in excess of the loan, respectively. The balance of these amounts is reflected in restricted cash in the consolidated balance sheet as of September 30, 2022. The GNCU Loan Agreement includes customary representations and covenants for financing transactions of this nature, including, among others, a maximum debt to net worth covenant and a debt service coverage ratio covenant, as well as operating covenants with respect to the completion and operation of the Project, in each case as set forth in the GNCU Loan Agreement. On July 23, 2021, the Company entered into a credit agreement with CEFF II AppHarvest Holdings, LLC, an affiliate of Equilibrium Controlled Environment Foods Fund, LLC (“Equilibrium”) for a construction loan in the original principal amount of $91,000 (the “Construction Loan”) for the development of a CEA facility at the property 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 at an initial interest rate of 8.000% per annum, which will increase 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. On July 29, 2022, the Company amended the credit agreement with Equilibrium to require that the Company decrease the balance of the Construction Loan to $81,000 on or prior to December 31, 2022 and further decrease the balance to $76,000 on or prior to March 31, 2023. As of September 30, 2022, the Company had $66,252 outstanding on the Construction Loan. On January 10, 2022, the Company entered into an amended and restated promissory note with JPMorgan Chase Bank, N.A. This amendment increased the existing line of credit from $25,000 to $50,000 and implemented the secured overnight financing rate as the replacement of LIBOR as a benchmark interest rate for U.S. dollar borrowings. Restricted cash on the December 31, 2021, condensed consolidated balance sheet represents collateral for a promissory note with the JPM Loan which requires 105% of the aggregate borrowings to be held as collateral. As of July 29, 2022, the JPM Loan was repaid in full. 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 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. The financial covenants generally begin to be measured on December 31, 2022, except for the working capital ratio. On July 29, 2022, the Company obtained a waiver from the Lender whereby the Company was no longer required to measure or report the current ratio for the June 30, 2022, reporting period but will begin to report the current ratio covenant compliance for the December 31, 2022 reporting period. The change aligns all measurements of material financial covenants to begin with the December 31, 2022 measurement date. In exchange, the Company agreed to fund an additional $2,000 to a reserve account. At June 30, 2022, the Company would not have met the current ratio requirement for the Morehead CEA subsidiary. The Company’s liability under the Rabo Loan was $72,188 at September 30, 2022.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies (a) Leases For the three and nine months ended September 30, 2022 the Company recognized $247 and $743, respectively, of operating lease expense in SG&A within the unaudited condensed consolidated statement of operations and comprehensive loss compared to $109 and $324, for the three and nine months ended September 30, 2021, respectively. The future minimum rental payments required under the leases for each year of the next five years and in the aggregate thereafter are as follows: Operating leases Remainder of 2022 $ 164 2023 591 2024 525 2025 515 2026 520 2026 and thereafter 467 Total minimum payments required 2,782 Less: imputed interest costs (1) (412) Present value of net minimum lease payments (2) $ 2,370 Weighted-average imputed interest rate 6.71 % Weighted-average remaining lease term (in years) 4.9 ____________________________ (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 unaudited condensed consolidated balance sheet as of September 30, 2022 as current and non-current lease liability of $472 and $1,898, respectively. Supplemental cash flow information related to leases is as follows: Period Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 777 $ 378 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 169 $ 1,055 Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities $ (3,031) $ — (b) 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, the first of two federal securities class action lawsuits (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. On December 13, 2021, the court consolidated the two cases, and appointed a lead plaintiff. An amended complaint was filed on March 2, 2022. The amended complaint was brought as a purported class action on behalf of purchasers of the Common Stock between February 1, 2021 to August 10, 2021. The amended 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 operations at the Morehead CEA Facility in the first half of 2021. In particular, plaintiffs allege that defendants’ public statements during the class period were false and misleading because defendants failed to disclose issues related to the Company’s tomato harvest and employee train i ng and retention. The amended complaint seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including reasonable attorneys’ fees. On May 2, 2022, defendants filed a motion to dismiss the amended complaint. On July 25, 2022, the plaintiff filed a second amended complaint. On September 23, 2022, defendants filed a motion to dismiss the second amended complaint. Additionally, on March 11, 2022, a derivative complaint (captioned Michael Ross v. Kiran Bhatraju, et al. ) was filed in the U.S. District Court for the Southern District of New York against certain of AppHarvest’s officers and directors. The derivative complaint restyles the federal securities class action allegations as a purported derivative claim on behalf of the Company against its officers and Board members for their alleged breaches of fiduciary duties in allowing the purported disclosure violations to occur. The derivative complaint seeks unspecified monetary restitution and disgorgement of profits, benefits, or compensation obtained by the defendants, an award of costs and expenses, including reasonable attorneys’ fees, and that the Court direct the Company to reform its corporate governance procedures. On June 15, 2022, another derivative complaint (captioned Zach Wester v. Kiran Bhatraju, et al. ) was filed in the U.S. District Court for the Southern District of New York against certain of AppHarvest’s officers and directors. The Wester derivative complaint is substantially similar to the Ross derivative complaint. On July 22, 2022, the Ross and Wester derivative cases were consolidated, and are stayed until (1) the securities class action is dismissed with prejudice and all appeals related thereto are exhausted; (2) defendants file an answer in the securities class action; or (3) any party in the derivative cases no longer consents to the stay. On August 31, 2022, a third derivative complaint (captioned Kennedy v. AppHarvest, Inc. et al) was filed in the U.S. District Court for the District of Delaware against certain officers and directors of the Company. The Kennedy derivative complaint is substantially similar to the Ross and Wester derivative complaints. The Company does not believe the claims have merit, intend to defend against them vigorously, and have not recorded a liability related to these lawsuits because, at this time, the Company is unable to estimate reasonably possible losses or determine whether unfavorable outcomes are probable. (c) Purchase commitments

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments The Company has 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 September 30, 2022, the total notional amount outstanding of foreign currency c ontracts designated as cash flow hedging instruments was €4,693 compared to €19,149 at December 31, 2021. As of September 30, 2022 and December 31, 2021, the Company maintained collateral of $193 and $3,710, respectively, for the hedge program which is included in prepaid expenses and other current assets in the respective unaudited condensed consolidated balance sheet. 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 accumulated other comprehensive income (“AOCI”). As the hedged items are ultimately capitalized as part of the CEA facility fixed assets, the AOCI 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 AOCI reclassification will also be allocated between cost of goods sold (“COGS”) and SG&A within the unaudited condensed 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 three and nine months ended September 30, 2022 and September 30, 2021 the Company recognized amortization expense of $37 and $157, and $149 and $405, respectively, related to its foreign currency hedge contracts within its unaudited condensed consolidated statement of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, the Company had a net asset of $0 and a net liability of $49 in foreign currency contracts designated as cash flow hedging instruments, respectively, which is included in other current assets and other current liabilities in the unaudited balance sheets. The following table summarizes the before and after tax amounts for the various components of other comprehensive income (loss) for the periods presented: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax After Tax Foreign currency $ 37 $ — $ 37 $ (414) $ — $ (414) Interest rate swap 3,514 — 3,514 348 — 348 Total Accumulated comprehensive income (loss) $ 3,551 $ — $ 3,551 $ (66) $ — $ (66) Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax After Tax Foreign currency $ 206 $ — $ 206 $ (504) $ — $ (504) Interest rate swap 10,465 — 10,465 (2,074) — (2,074) Total Accumulated comprehensive income (loss) $ 10,671 $ — $ 10,671 $ (2,578) $ — $ (2,578) During the three and nine months ended September 30, 2022 an income tax expense of $(949) and $(2,852) was recognized within other comprehensive income (loss), respectively, compared to income tax benefit of $82 and $754 for the three and nine months ended September 30, 2021, respectively.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Stock-based CompensationTotal stock-based compensation expense was $5,467 and $17,495 for the three and nine months ended September 30, 2022, of which $5,315 and $16,989, respectively, were included in SG&A and $152 and $506 were included in COGS for the three and nine months ended September 30, 2022. This is compared to $11,571 and $31,248 for the three and nine months ended September 30, 2021, of which $11,211 and $29,583 were included in SG&A and $360 and $1,665 were included in COGS for the three and nine months ended September 30, 2021, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective income tax rate was (6.4)% and (1.4)% for the three and nine months ended September 30, 2022, respectively. The variance from the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2022 and September 30, 2021, was primarily attributable to increases in the Company’s valuation allowance largely driven by increases in the Company’s net operating loss carryforwards. The Company’s income tax provision is impacted by a valuation allowance on the Company’s net deferred tax assets, net of reversing taxable temporary differences and considering future annual limitations on net operating loss carryforward utilization enacted by U.S. tax reform legislation. The Company maintains a valuation allowance on its net deferred tax assets

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Shareholders' Equity	Shareholders' Equity Net Loss per Common Share Diluted net loss per common share is the same as basic net 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: Anti-dilutive common share equivalents September 30, 2022 September 30, 2021 Stock options 1,885 2,824 Restricted stock units 4,726 7,669 Warrants 13,242 13,242 Total anti-dilutive common share equivalents 19,853 23,735 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (23,984) $ (17,268) $ (83,324) $ (77,799) Denominator: Weighted-average common shares outstanding, basic and diluted 106,453 100,437 103,643 93,823 Net loss per common share, basic and diluted $ (0.23) $ (0.17) $ (0.80) $ (0.83) At the Market Offering On August 3, 2022, the Company filed a shelf registration statement on Form S-3 (the “Registration Statement”). Pursuant to the Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $300,000. In connection with the filing of the Registration Statement, the Company also entered into a sales agreement (the “ATM Agreement”) with Cowen and Company, LLC (“Cowen”). Pursuant to the ATM Agreement, the Company may offer and sell, from time to time through Cowen, shares of common stock, having an aggregate offering price up to $100,000 under an at-the-market offering program (the “ATM”), which is included in the $300,000 of securities that may be offered pursuant to the Registration Statement. Pursuant to the ATM Agreement, the Company will pay Cowen a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock and reimburse certain legal fees. The ATM Agreement will terminate upon the earlier of (i) issuance and sale of all the shares as allowed within and (ii) termination of the ATM Agreement as permitted therein. During the three and nine months ended September 30, 2022, the Company has sold 542 shares of its common stock pursuant to the ATM Agreement for gross proceeds of $1,454 and net proceeds of $1,410. As a result equity issuance costs of $63 were netted with gross proceeds in equity during the three and nine months ended September 30, 2022. As of September 30, 2022, there was $98,546 remaining under the ATM. Common Stock Purchase Agreement On December 15, 2021, the Company entered into a common stock purchase agreement (the “Purchase 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, which is 20,143 shares of the Company’s common stock (subject to certain limitations and conditions), 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. During the three and nine months ended September 30, 2022, the Company has sold an aggregate 360 and 3,510 shares of its Common Stock pursuant to the Purchase Agreement for aggregate proceeds, net of fees incurred of $56 and $456, of $1,298

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Mastronardi Note and Loan Agreement On October 24, 2022, the Company entered into a note and loan agreement, dated October 24, 2022, (the “Note and Loan Agreement”) in the principal amount up to $30,000 (the “Note”) with Mastronardi Produce-USA, Inc. (“Mastronardi USA”) to be used for general corporate purposes consistent with a cash flow forecast provided to Lender. Pursuant to the Note and Loan Agreement, the Company received $15,000 on October 25, 2022, and will receive further amounts up to $15,000 provided that no event of default has occurred and certain other conditions have been met. The Note is secured by a mortgage on the Company’s CEA facility in Berea, Kentucky. Subject to any acceleration by Mastronardi USA or extension by the Borrower Subsidiary, all outstanding principal (including PIK amounts), together with all accrued and unpaid interest, and any other sums payable under the loan documents shall be due and payable in full on December 19, 2022 (the “Initial Maturity Date”). The Initial Maturity Date may be extended for two (2) successive terms (the “Extension Option”) of thirty (30) days each to January 18, 2023 if the first Extension Option is exercised and February 17, 2023 if the second Extension Option is exercised, in each case subject to the satisfaction of certain conditions, including that the Borrower Subsidiary shall have agreed to the material terms for a sale leaseback transaction with Mastronardi USA, its affiliate or another third party. The Borrower Subsidiary will pay interest under the Note and Loan Agreement in arrears, on the first day of each calendar month, commencing on November 1, 2022 and continuing on the first day of each calendar month thereafter with a final payment on December 19, 2022 (or January 18, 2023 if the first Extension Option is exercised or February 16, 2023 if the second Extension Option is exercised). The interest rate shall be equal to seven and one-half percent (7.5%) per annum; provided that, in the event that the entire principal balance under the Note and Loan Agreement is not paid when due, or if any other Event of Default shall have occurred and be continuing, then the interest rate shall be equal to the lesser of 12.5% per annum or the maximum legal rate at the time any such interest is to be calculated. November 2022 Restructuring

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included.
Consolidation	The unaudited condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation.
Use of Estimates in Condensed Consolidated Financial Statements	In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported in the condensed consolidated 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 COVID-19 pandemic and geopolitical tensions, such as Russia’s incursion into Ukraine. Economic conditions, such as recessionary trends, inflation, supply chain disruptions, 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.
Cash and Cash Equivalents	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 as of December 31, 2021, represents collateral for a promissory note with JPMorgan Chase Bank, N.A. (the “JPM Loan”) which required 105% of the aggregate borrowings to be held as collateral.
Warrants	The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model.
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.
New Accounting Pronouncements	No new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the condensed 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.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
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: September 30, 2022 December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Interest rate swap Other assets, net $ — $ 8,807 $ — $ 8,807 $ — $ — $ — $ — Foreign currency contracts Other assets, net — — — — — 14 — 14 Total assets $ — $ 8,807 $ — $ 8,807 $ — $ 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 — 514 — 514 — 1,385 — 1,385 Total liabilities $ — $ 514 $ — $ 514 $ — $ 3,105 $ — $ 3,105
Schedule of 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: September 30, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 1.97 $ 3.89 Volatility 82.0 % 54.0 % Remaining term in years 3.33 4.08 Risk-free rate 4.10 % 1.12 % Dividend yield — —
Schedule of Private Warrant Activity	The following table summarizes the private warrant activity for the three and nine months ended September 30, 2022: Fair value of Private Warrants on December 31, 2021 $ 1,385 Fair value of Private Warrants converted to Public Warrants (1,104) Change in fair value of Private Warrants 1,329 Fair value of Private Warrants outstanding as of March 31, 2022 1,610 Fair value of Private Warrants converted to Public Warrants — Change in fair value of Private Warrants (1,069) Fair value of Private Warrants outstanding as of June 30, 2022 541 Fair value of Private Warrants converted to Public Warrants — Change in fair value of Private Warrants (27) Fair value of Private Warrants outstanding as of September 30, 2022 $ 514

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory, Net	September 30, 2022 December 31, 2021 Raw materials $ 5,606 $ 1,314 Growing crops 6,803 3,684 Total inventories, net $ 12,409 $ 4,998

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	September 30, 2022 December 31, 2021 Land $ 32,309 $ 32,395 Buildings 124,172 79,450 Machinery and equipment 88,010 49,418 Construction in progress 228,206 186,848 Leasehold improvements 4,705 4,740 Less: accumulated depreciation (18,658) (8,938) Total property and equipment, net $ 458,744 $ 343,913

Other Assets (Tables)

Other Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Assets	September 30, 2022 December 31, 2021 Utility deposits $ 9,115 $ 7,479 Investment in unconsolidated entity 5,000 5,000 Prepayments for fixed assets 3,635 2,888 Interest rate swap 8,807 — Other assets 522 1,277 Total other assets $ 27,079 $ 16,644

Accrued Expenses (Tables)

Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	September 30, 2022 December 31, 2021 Construction costs $ 11,898 $ 8,467 Other accrued liabilities 2,892 2,615 Payroll and related 1,834 2,768 Professional service fees 1,024 1,944 Total accrued expenses $ 17,648 $ 15,794

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Debt	September 30, 2022 December 31, 2021 Rabo Loan $ 72,188 $ 75,000 Construction Loan 66,252 31,944 GNCU Loan 50,000 — JPM Loan — 24,335 Unamortized debt issuance costs (3,136) (622) Debt, net of issuance costs 185,304 130,657 Less current portion (3,685) (28,020) Long term, net $ 181,619 $ 102,637

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of Operating Lease Liability by Maturity	The future minimum rental payments required under the leases for each year of the next five years and in the aggregate thereafter are as follows: Operating leases Remainder of 2022 $ 164 2023 591 2024 525 2025 515 2026 520 2026 and thereafter 467 Total minimum payments required 2,782 Less: imputed interest costs (1) (412) Present value of net minimum lease payments (2) $ 2,370 Weighted-average imputed interest rate 6.71 % Weighted-average remaining lease term (in years) 4.9 ____________________________ (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 unaudited condensed consolidated balance sheet as of September 30, 2022 as current and non-current lease liability of $472 and $1,898, respectively.
Schedule of Lease Cost	Supplemental cash flow information related to leases is as follows: Period Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 777 $ 378 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 169 $ 1,055 Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities $ (3,031) $ —

Derivative Financial Instrume_2

Derivative Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Before and After Tax Amounts for the Various Components of Other Comprehensive Income (Loss)	The following table summarizes the before and after tax amounts for the various components of other comprehensive income (loss) for the periods presented: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax After Tax Foreign currency $ 37 $ — $ 37 $ (414) $ — $ (414) Interest rate swap 3,514 — 3,514 348 — 348 Total Accumulated comprehensive income (loss) $ 3,551 $ — $ 3,551 $ (66) $ — $ (66) Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax After Tax Foreign currency $ 206 $ — $ 206 $ (504) $ — $ (504) Interest rate swap 10,465 — 10,465 (2,074) — (2,074) Total Accumulated comprehensive income (loss) $ 10,671 $ — $ 10,671 $ (2,578) $ — $ (2,578)

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [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: Anti-dilutive common share equivalents September 30, 2022 September 30, 2021 Stock options 1,885 2,824 Restricted stock units 4,726 7,669 Warrants 13,242 13,242 Total anti-dilutive common share equivalents 19,853 23,735
Schedule of Earnings Per Share, Basic and Diluted	Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (23,984) $ (17,268) $ (83,324) $ (77,799) Denominator: Weighted-average common shares outstanding, basic and diluted 106,453 100,437 103,643 93,823 Net loss per common share, basic and diluted $ (0.23) $ (0.17) $ (0.80) $ (0.83)

Description of Business - Narra

Description of Business - Narrative (Details)			1 Months Ended	3 Months Ended						9 Months Ended
	Oct. 25, 2022 USD ($)	Oct. 24, 2022 USD ($) extension term day	Oct. 31, 2022 facility	Sep. 30, 2022 USD ($) a	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) a facility	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	May 31, 2021 a
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of facilities | facility										4
Cash and cash equivalents				$ 36,231,000			$ 228,824,000			$ 36,231,000	$ 228,824,000	$ 150,755,000
Net loss				(23,984,000)	$ (28,705,000)	$ (30,635,000)	$ (17,268,000)	$ (32,016,000)	$ (28,515,000)	(83,324,000)	(77,799,000)
Net cash used in operating activities										(61,052,000)	(81,342,000)
Accumulated deficit				$ 270,638,000						270,638,000		$ 187,314,000
Proceeds from debt										$ 105,759,000	$ 95,709,000
Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of facilities | facility			2
Number of extension options | extension		2
Extension option, term | day		30
Subsequent Event | Note And Loan Agreement | Secured Debt
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount		$ 30,000,000
Proceeds from debt	$ 15,000,000	15,000,000
Proceeds from secured debt to be received provided certain conditions have been met		$ 15,000,000
Number of extension options | term		2
Extension option, term | day		30
Morehead, Kentucky
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land | a				10						10			60
Berea, Kentucky | Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of facilities | facility			1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Allowance for credit loss	$ 0		$ 0		$ 0
Interest costs capitalized	$ 2,848,000	$ 114,000	$ 6,609,000	$ 114,000
Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	13,242,000		13,242,000
Exercise price of warrants (in dollars per share)	$ 11.50		$ 11.50
Warrants | Common Stock
Class of Warrant or Right [Line Items]
Number of shares called by each warrant (in shares)	1		1
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	11,920,000		11,920,000
Private Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1,322,000		1,322,000
Construction Loan | GNCU Loan
Class of Warrant or Right [Line Items]
Restricted cash	$ 20,455,000		$ 20,455,000
Secured Debt | Rabo Loan
Class of Warrant or Right [Line Items]
Restricted cash	$ 2,009,000		$ 2,009,000
Line of Credit | Revolving Credit Facility
Class of Warrant or Right [Line Items]
Collateral percentage					105%

Restructuring (Details)

Restructuring (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, incurred cost	$ 246,000	$ 3,467,000
Fixed asset impairment	0	1,070,000	$ 0
Severance and other benefits
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, incurred cost		2,335,000
Legal and other costs
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, incurred cost	$ 0	$ 1,132,000

Fair Value Measurements - Finan

Fair Value Measurements - Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Private Warrants	$ 514	$ 541	$ 1,610	$ 1,385
Fair Value, Recurring
Assets:
Total assets	8,807			14
Liabilities:
Private Warrants	514			1,385
Total liabilities	514			3,105
Fair Value, Recurring | Interest rate swap
Assets:
Derivative asset	8,807			0
Liabilities:
Derivative liability	0			1,657
Fair Value, Recurring | Foreign currency contracts
Assets:
Derivative asset	0			14
Liabilities:
Derivative liability	0			63
Level 1 | Fair Value, Recurring
Assets:
Total assets	0			0
Liabilities:
Private Warrants	0			0
Total liabilities	0			0
Level 1 | Fair Value, Recurring | Interest rate swap
Assets:
Derivative asset	0			0
Liabilities:
Derivative liability	0			0
Level 1 | Fair Value, Recurring | Foreign currency contracts
Assets:
Derivative asset	0			0
Liabilities:
Derivative liability	0			0
Level 2 | Fair Value, Recurring
Assets:
Total assets	8,807			14
Liabilities:
Private Warrants	514			1,385
Total liabilities	514			3,105
Level 2 | Fair Value, Recurring | Interest rate swap
Assets:
Derivative asset	8,807			0
Liabilities:
Derivative liability	0			1,657
Level 2 | Fair Value, Recurring | Foreign currency contracts
Assets:
Derivative asset	0			14
Liabilities:
Derivative liability	0			63
Level 3 | Fair Value, Recurring
Assets:
Total assets	0			0
Liabilities:
Private Warrants	0			0
Total liabilities	0			0
Level 3 | Fair Value, Recurring | Interest rate swap
Assets:
Derivative asset	0			0
Liabilities:
Derivative liability	0			0
Level 3 | Fair Value, Recurring | Foreign currency contracts
Assets:
Derivative asset	0			0
Liabilities:
Derivative liability	$ 0			$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($)
GNCU Loan | Construction Loan
Class of Warrant or Right [Line Items]
Debt instrument, fair value	$ 41,833

Fair Value Measurements - Signi

Fair Value Measurements - Significant Inputs to the Private Warrant Valuation (Details)	Sep. 30, 2022 yr $ / shares	Dec. 31, 2021 $ / shares yr
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	1.97	3.89
Volatility
Class of Warrant or Right [Line Items]
Warrant liability, measurement input	0.820	0.540
Remaining term in years
Class of Warrant or Right [Line Items]
Warrant liability, measurement input | yr	3.33	4.08
Risk-free rate
Class of Warrant or Right [Line Items]
Warrant liability, measurement input	0.0410	0.0112
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	3 Months Ended				9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Increase (Decrease) In Fair Value Of Warrants [Roll Forward]
Fair value of Private Warrants, beginning	$ 541	$ 1,610	$ 1,385		$ 1,385
Fair value of Private Warrants converted to Public Warrants	0	0	(1,104)		0
Change in fair value of Private Warrants	(27)	(1,069)	1,329	$ (15,781)	233	$ (32,095)
Fair value of Private Warrants, ending	$ 514	$ 541	$ 1,610		$ 514

Inventories - Inventory, Net (D

Inventories - Inventory, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 5,606	$ 1,314
Growing crops	6,803	3,684
Total inventories, net	$ 12,409	$ 4,998

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (18,658)	$ (8,938)
Total property and equipment, net	458,744	343,913
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,309	32,395
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	124,172	79,450
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	88,010	49,418
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	228,206	186,848
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,705	$ 4,740

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,728	$ 2,752	$ 9,784	$ 6,887

Other Assets (Details)

Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Utility deposits	$ 9,115	$ 7,479
Investment in unconsolidated entity	5,000	5,000
Prepayments for fixed assets	3,635	2,888
Interest rate swap	8,807	0
Other assets	522	1,277
Total other assets	$ 27,079	$ 16,644

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Construction costs	$ 11,898	$ 8,467
Other accrued liabilities	2,892	2,615
Payroll and related	1,834	2,768
Professional service fees	1,024	1,944
Accrued expenses	$ 17,648	$ 15,794

Debt (Details)

Debt (Details)	Jul. 29, 2022 USD ($) a installment	Jun. 15, 2022 USD ($)	Jul. 23, 2021 USD ($)	Jun. 15, 2021 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jan. 10, 2022 USD ($)	Jan. 09, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Unamortized debt issuance costs							$ (3,136,000)			$ (622,000)
Debt, net of issuance costs							185,304,000			130,657,000
Less current portion							(3,685,000)			(28,020,000)
Long term, net							181,619,000			102,637,000
Construction Loan | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 45,700,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross							0			$ 24,335,000
Maximum borrowing capacity								$ 50,000,000	$ 25,000,000
Collateral percentage										105%
Rabo Loan | Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross							72,188,000			$ 75,000,000
Principal amount				$ 75,000,000
Debt instrument, amount contributed to reserve account		$ 2,000,000
Rabo Loan | Secured Debt | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate				2.50%
Construction Loan | Construction Loan
Debt Instrument [Line Items]
Long-term debt, gross							66,252,000			31,944,000
Principal amount			$ 91,000,000
Fixed interest rate			8%
Capital costs in excess of equity stake percentage			34.50%
Increased monthly percentage			0.20%
Debt instrument, period of first required interest payment			2 years
Construction Loan | Construction Loan | Forecast
Debt Instrument [Line Items]
Long-term debt, gross					$ 76,000,000	$ 81,000,000
GNCU Loan | Construction Loan
Debt Instrument [Line Items]
Long-term debt, gross							$ 50,000,000			$ 0
Unamortized debt issuance costs	(2,561,000)
Principal amount	$ 50,000,000
Area of land | a	30
Debt instrument, term	23 years
Term of interest only payments	36 months
Number of monthly installments | installment	239
Debt Instrument, amortization term	20 years
Fixed interest rate	6.45%
Term of initial interest rate	5 years
Debt instrument, interest rate	4.75%
Debt instrument, amount contributed to reserve account	$ 3,250,000
Debt instrument, amount contributed to project amount	$ 19,084,000
GNCU Loan | Construction Loan | Federal Home Loan Bank Of Des Moines 5-Year Advance Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.40%

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) $ in Thousands			3 Months Ended		9 Months Ended
	Dec. 13, 2021 claim	Sep. 24, 2021 lawsuit	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense			$ 247	$ 109	$ 743	$ 324
Number of federal securities class action lawsuits	2	2

Commitments and Contingencies_2

Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Remainder of 2022	$ 164
2023	591
2024	525
2025	515
2026	520
2026 and thereafter	467
Total minimum payments required	2,782
Less: imputed interest costs	(412)
Present value of net minimum lease payments	$ 2,370
Weighted-average imputed interest rate	6.71%
Weighted-average remaining lease term (in years)	4 years 10 months 24 days
Current portion of lease liabilities	$ 472		$ 751
Lease liabilities, net of current portion	1,898		$ 4,938
Cash paid for amounts included in the measurement of operating lease liabilities	777	$ 378
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities	169	1,055
Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities	$ (3,031)	$ 0

Derivative Financial Instrume_3

Derivative Financial Instruments - Narrative (Details) € in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2022 EUR (€)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 EUR (€)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amortization expense related to foreign currency hedge contracts	$ 37	$ 149	$ 157	$ 405
Income tax (expense) benefit	(949)	82	(2,852)	754
Income tax (expense) benefit related to AOCI			(2,331)		$ 521
Total stockholders’ equity	343,315	465,440	343,315	465,440	387,640		$ 355,731	$ 367,587		$ 473,139	$ 441,250	$ 24,766
Accumulated Other Comprehensive Income (Loss)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Income tax (expense) benefit	0	0	0	0
Total stockholders’ equity	8,720	$ (2,578)	8,720	$ (2,578)	(1,951)		$ 5,169	$ 2,409		$ (2,512)	$ (669)	$ 0
Foreign currency contracts | Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount | €						€ 4,693			€ 19,149
Deferred offering costs	193		193		3,710
Net derivative asset	0		0		0
Net derivative liability	$ 49		$ 49		$ 49

Derivative Financial Instrume_4

Derivative Financial Instruments - Before and After Tax Amounts for the Various Components of Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Tax (Expense) Benefit	$ (949)			$ 82			$ (2,852)	$ 754
After Tax	3,551	$ 2,760	$ 4,360	(66)	$ (1,843)	$ (669)	10,671	(2,578)
Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
After Tax							10,465
Accumulated Other Comprehensive Income (Loss)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Before Tax	3,551			(66)			10,671	(2,578)
Tax (Expense) Benefit	0			0			0	0
After Tax	3,551	$ 2,760	$ 4,360	(66)	$ (1,843)	$ (669)	10,671	(2,578)
Foreign currency | Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Before Tax	37			(414)			206	(504)
Tax (Expense) Benefit	0			0			0	0
After Tax	37			(414)			206	(504)
Interest rate swap | Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Before Tax	3,514			348			10,465	(2,074)
Tax (Expense) Benefit	0			0			$ 0	0
After Tax	$ 3,514			$ 348				$ (2,074)

Stock-based Compensation (Detai

Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 5,467	$ 11,571	$ 17,495	$ 31,248
SG&A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	5,315	11,211	16,989	29,583
COGS
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 152	$ 360	$ 506	$ 1,665

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	(6.40%)	(1.40%)

Shareholders' Equity - Antidilu

Shareholders' Equity - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	19,853	23,735
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	1,885	2,824
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	4,726	7,669
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	13,242	13,242

Shareholders' Equity - Earnings

Shareholders' Equity - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (23,984)	$ (28,705)	$ (30,635)	$ (17,268)	$ (32,016)	$ (28,515)	$ (83,324)	$ (77,799)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	106,453			100,437			103,643	93,823
Weighted-average common shares outstanding, diluted (in shares)	106,453			100,437			103,643	93,823
Net loss per common share, basic (in dollars per share)	$ (0.23)			$ (0.17)			$ (0.80)	$ (0.83)
Net loss per common share, diluted (in dollars per share)	$ (0.23)			$ (0.17)			$ (0.80)	$ (0.83)

Shareholders' Equity - At the M

Shareholders' Equity - At the Market Offering (Details) - USD ($)				3 Months Ended	9 Months Ended
	Sep. 30, 2022	Aug. 03, 2022	Dec. 15, 2021	Sep. 30, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from the PIPE					$ 1,454,000
At The Market Offering
Subsidiary, Sale of Stock [Line Items]
Common stock purchase agreement, maximum consideration to be received		$ 300,000
Remaining proceeds to be received	$ 98,546,000
Gross proceeds from the PIPE				$ 1,454,000
Net proceeds from PIPE				1,410,000	1,410,000
Deferred equity issuance costs				63,000	63,000
B. Riley Principal Capital
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from the PIPE				1,298,000	10,117,000
Deferred equity issuance costs				$ 0	$ 587,000
Common Stock | At The Market Offering
Subsidiary, Sale of Stock [Line Items]
Aggregate shares of common stock sold (in shares)				542,000	542,000
Common Stock | B. Riley Principal Capital
Subsidiary, Sale of Stock [Line Items]
Common stock purchase agreement, maximum consideration to be received		$ 100,000,000	$ 100,000
Commission Rate		3%
Aggregate shares of common stock sold (in shares)				360	3,510,000

Shareholders' Equity - Common S

Shareholders' Equity - Common Stock Purchase Agreement (Details) - USD ($)			3 Months Ended	9 Months Ended
	Aug. 03, 2022	Dec. 15, 2021	Sep. 30, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from the PIPE				$ 1,454,000
B. Riley Principal Capital
Subsidiary, Sale of Stock [Line Items]
Fees incurred			$ 56,000	456,000
Gross proceeds from the PIPE			1,298,000	10,117,000
Deferred equity issuance costs			$ 0	$ 587,000
Common stock reserved for the purchase agreement (in shares)			16,436,000	16,436,000
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	$ 100,000,000	$ 100,000
Common stock purchase agreement, maximum shares to be issued (in shares)		20,143,000
Common stock purchase agreement term		24 months
Aggregate shares of common stock sold (in shares)			360	3,510,000

Subsequent Events (Details)

Subsequent Events (Details)			3 Months Ended	9 Months Ended
	Oct. 25, 2022 USD ($)	Oct. 24, 2022 USD ($) extension term day	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Nov. 07, 2022 USD ($)
Subsequent Event [Line Items]
Proceeds from debt				$ 105,759,000	$ 95,709,000
Severance and other benefits | Forecast
Subsequent Event [Line Items]
Payments for Restructuring			$ 1,000,000
Subsequent Event
Subsequent Event [Line Items]
Number of extension options | extension		2
Extension option, term | day		30
Subsequent Event | Minimum | Severance and other benefits
Subsequent Event [Line Items]
Restructuring charges, expected cost						$ 6,000,000
Subsequent Event | Maximum | Severance and other benefits
Subsequent Event [Line Items]
Restructuring charges, expected cost						$ 7,000,000
Subsequent Event | Note And Loan Agreement | Secured Debt
Subsequent Event [Line Items]
Principal amount		$ 30,000,000
Proceeds from debt	$ 15,000,000	15,000,000
Proceeds from secured debt to be received provided certain conditions have been met		$ 15,000,000
Number of extension options | term		2
Extension option, term | day		30
Interest rate		7.50%
Interest rate in event of default		12.50%