Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39288 | ||
Entity Registrant Name | AppHarvest, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-5042965 | ||
Entity Address, Address Line One | 500 Appalachian Way | ||
Entity Address, City or Town | Morehead | ||
Entity Address, State or Province | KY | ||
Entity Address, Postal Zip Code | 40351 | ||
City Area Code | 606 | ||
Local Phone Number | 653-6100 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 259.7 | ||
Entity Common Stock, Shares Outstanding (in shares) | 154,889,419 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2023 annual meeting of shareholders, to be filed within 120 days after the end of the registrant’s fiscal year, are incorporated by reference in Part III. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001807707 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Common Stock, $0.0001 par value per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | APPH | ||
Security Exchange Name | NASDAQ | ||
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | APPHW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Louisville, Kentucky |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 54,334 | $ 150,755 |
Restricted cash | 24,198 | 25,556 |
Accounts receivable, net | 2,786 | 1,575 |
Inventories, net | 18,078 | 4,998 |
Prepaid expenses and other current assets | 14,716 | 5,613 |
Total current assets | 114,112 | 188,497 |
Operating lease right-of-use assets, net | 2,626 | 5,010 |
Property and equipment, net | 456,178 | 343,913 |
Other assets, net | 22,412 | 16,644 |
Total non-current assets | 481,216 | 365,567 |
Total assets | 595,328 | 554,064 |
Current liabilities: | ||
Accounts payable | 16,571 | 8,553 |
Accrued expenses | 21,996 | 15,794 |
Current portion of lease liabilities | 514 | 751 |
Current portion of long-term debt | 3,685 | 28,020 |
Other current liabilities | 202 | 119 |
Total current liabilities | 42,968 | 53,237 |
Total Minimum Liability Payments | 180,537 | 102,637 |
Lease liabilities, net of current portion | 2,628 | 4,938 |
Financing obligation | 103,787 | 0 |
Deferred income tax liabilities | 4,925 | 2,418 |
Private Warrant liabilities | 119 | 1,385 |
Other liabilities | 73 | 1,809 |
Total non-current liabilities | 292,069 | 113,187 |
Total liabilities | 335,037 | 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 December 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, par value $0.0001, 750,000 shares authorized, 108,511 and 101,136 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 11 | 10 |
Additional paid-in capital | 615,452 | 576,895 |
Accumulated deficit | (363,960) | (187,314) |
Accumulated other comprehensive income (loss) | 8,788 | (1,951) |
Total stockholders’ equity | 260,291 | 387,640 |
Total liabilities and stockholders’ equity | $ 595,328 | $ 554,064 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 108,511,000 | 101,136,000 |
Common stock, shares outstanding (in shares) | 108,511,000 | 101,136,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 14,592 | $ 9,050 |
Cost of goods sold | 56,995 | 41,938 |
Gross loss | (42,403) | (32,888) |
Operating expenses | ||
Selling, general and administrative expenses | 81,266 | 107,245 |
Goodwill and other intangible asset impairment | 0 | 59,901 |
Fixed asset impairment charge | 50,101 | 0 |
Total operating expenses | 131,367 | 167,146 |
Loss from operations | (173,770) | (200,034) |
Other income (expense): | ||
Interest expense from related parties | 0 | (658) |
Change in fair value of Private Warrants | 111 | 35,047 |
Other | (480) | 448 |
Loss before income taxes | (174,139) | (165,197) |
Income tax expense | (2,507) | (989) |
Net loss | (176,646) | (166,186) |
Other comprehensive income (loss): | ||
Net unrealized gains (losses) on derivatives contracts, net of tax | 10,739 | (1,951) |
Comprehensive loss | $ (165,907) | $ (168,137) |
Net loss per common share: | ||
Net loss per common share, basic (in dollars per share) | $ (1.69) | $ (1.74) |
Net loss per common share, diluted (in dollars per share) | $ (1.69) | $ (1.74) |
Weighted average common shares outstanding: | ||
Weighted-average common shares outstanding, basic (in shares) | 104,763 | 95,571 |
Weighted-average common shares outstanding, diluted (in shares) | 104,763 | 95,571 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss)/Gain |
Beginning balance (in shares) at Dec. 31, 2020 | 44,461 | ||||
Beginning balance at Dec. 31, 2020 | $ 24,766 | $ 4 | $ 45,890 | $ (21,128) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Business Combination and PIPE financing (in shares) | 53,361 | ||||
Business Combination and PIPE financing | 433,527 | $ 6 | 433,521 | ||
Conversion of Private Warrants | 9,133 | 9,133 | |||
Exercise of warrants ( in shares) | 8 | ||||
Exercise of warrants | 95 | 95 | |||
Issuance of common stock for business combination (in shares) | 2,329 | ||||
Issuance of common stock for business combination | 48,991 | 48,991 | |||
Issuance of stock options for business combination | 361 | 361 | |||
Issuance of common stock in connection with equity line of credit (in shares) | 198 | ||||
Issuance of common stock in connection with equity line of credit | $ 1,006 | 1,006 | |||
Stock option exercised (in shares) | 135 | 135 | |||
Stock options exercised | $ 39 | 39 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 39 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 165 | 165 | |||
Vesting of restricted stock units (in shares) | 605 | ||||
Vesting of restricted stock units | (3,216) | (3,216) | |||
Stock-based compensation | 40,910 | 40,910 | |||
Net loss | (166,186) | (166,186) | |||
Other comprehensive (loss) gain | (1,951) | (1,951) | |||
Ending balance (in shares) at Dec. 31, 2021 | 101,136 | ||||
Ending balance at Dec. 31, 2021 | 387,640 | $ 10 | 576,895 | (187,314) | (1,951) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of Private Warrants | $ 1,155 | 1,155 | |||
Stock option exercised (in shares) | 1,183 | 1,135 | |||
Stock options exercised | $ 154 | 154 | |||
Issuance of common stock under the Purchase Agreement (in shares) | 3,510 | ||||
Issuance of common stock under the Purchase Agreement | 9,530 | 9,530 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 178 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 287 | 287 | |||
Issuance of common stock, net (in shares) | 1,018 | ||||
Issuance of common stock, net | 2,085 | 2,085 | |||
Vesting of restricted stock units (in shares) | 1,534 | ||||
Vesting of restricted stock units | (1,572) | (1,572) | |||
Stock-based compensation | 26,918 | 26,918 | |||
Net loss | (176,646) | (176,646) | |||
Other comprehensive (loss) gain | 10,739 | 10,739 | |||
Ending balance (in shares) at Dec. 31, 2022 | 108,511 | ||||
Ending balance at Dec. 31, 2022 | $ 260,291 | $ 11 | $ 615,452 | $ (363,960) | $ 8,788 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | ||
Net loss | $ (176,646) | $ (166,186) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of Private Warrants | (111) | (35,047) |
Deferred income tax provision | 2,507 | 989 |
Depreciation and amortization | 16,354 | 10,794 |
Fixed asset impairment | 51,171 | 0 |
Stock-based compensation expense | 26,918 | 40,910 |
Issuance of common stock for commitment shares | 0 | 1,006 |
Rent payments in excess of average rent expense, net | (378) | (10) |
Goodwill and other intangible asset impairment | 0 | 59,901 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (1,211) | (1,316) |
Inventories, net | (13,079) | (1,611) |
Prepaid expenses and other current assets | (176) | (4,872) |
Other assets, net | 1,277 | (10,528) |
Accounts payable | 1,810 | 402 |
Accrued expenses | 5,369 | 2,366 |
Other current liabilities | 146 | (874) |
Other non-current liabilities | (80) | 153 |
Net cash used in operating activities | (86,129) | (103,924) |
Investing Activities | ||
Purchases of property and equipment | (170,913) | (177,742) |
Purchases of property and equipment from a related party | 0 | (122,911) |
Proceeds from sale of land | 1,059 | 0 |
Cost of acquisition, net of cash acquired | 0 | (9,756) |
Investment in unconsolidated entity | 0 | (5,000) |
Advances on construction | (9,828) | 0 |
Net cash used in investing activities | (179,682) | (315,409) |
Financing Activities | ||
Proceeds from Business Combination and PIPE Shares, net | 0 | 448,500 |
Proceeds from debt | 136,006 | 131,278 |
Repayments of debt | (79,782) | 0 |
Debt issuance costs | (4,340) | (1,038) |
Proceeds from financing obligation, net | 123,941 | 0 |
Payments on financing obligation | (18,865) | 0 |
Payments on financing obligation | 0 | (2,089) |
Proceeds from stock options exercised | 154 | 39 |
Proceeds from employee stock purchase plan | 287 | 165 |
Proceeds from exercise of warrants | 0 | 95 |
Payments of withholding taxes on restricted stock conversions | (1,572) | (3,216) |
Proceeds from issuance of common stock | 12,203 | 0 |
Net cash provided by financing activities | 168,032 | 573,734 |
Change in cash, cash equivalents and restricted cash | (97,779) | 154,402 |
Beginning of period | 176,311 | 21,909 |
Cash, cash equivalents and restricted cash at the end of period | 78,532 | 176,311 |
Less restricted cash at the end of the period | 24,198 | 25,556 |
Cash and cash equivalents at the end of period | 54,334 | 150,755 |
Non-cash activities | ||
Fixed assets purchases in accounts payable | 6,208 | 6,779 |
Fixed assets purchases in accrued liabilities | 734 | 8,826 |
Termination of operating lease right-of-use assets and liabilities | 3,031 | 0 |
Operating lease right-of-use assets and liabilities | $ 1,220 | $ 3,989 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 currently operates its 60-acre flagship farm in Morehead, Kentucky (“AppHarvest Morehead”), producing tomatoes, a 15-acre indoor farm for salad greens in Berea, Kentucky (“AppHarvest Berea”), a 30-acre farm for strawberries and cucumbers in Somerset, Kentucky (“AppHarvest Somerset”), and a 60-acre farm in Richmond, Kentucky (“AppHarvest Richmond”), for tomatoes. The four-farm network consists of 165 acres under glass. AppHarvest is organized as a single operating segment. Substantially all of the assets and operations of AppHarvest are located in the United States (“U.S.”). Basis of Presentation On January 29, 2021, (the “Closing Date”), Novus Capital Corporation (“Novus”), a special purpose acquisition company, consummated the business combination agreement and plan of reorganization (the “Business Combination Agreement”) dated September 2020, by and among ORGA, Inc., a wholly owned subsidiary of Novus (“Merger Sub”), and AppHarvest Operations, Inc., a Delaware corporation (f/k/a AppHarvest, Inc.) (“Legacy AppHarvest”). Pursuant to the terms of the Business Combination Agreement, a business combination between Novus and Legacy AppHarvest was effected through the merger of Merger Sub with and into Legacy AppHarvest, with Legacy AppHarvest surviving the merger as a wholly-owned subsidiary of Novus (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the Closing Date, Novus changed its name to AppHarvest, Inc. The Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Under this method of accounting, Novus is treated as the “acquired” company and Legacy AppHarvest is treated as the acquirer for financial reporting purposes. The Reverse Recapitalization was treated as the equivalent of Legacy AppHarvest issuing stock for the net assets of Novus, accompanied by a recapitalization. Legacy AppHarvest was determined to be the accounting acquirer based on the following predominant factors: • Legacy AppHarvest stockholders have the largest portion of voting rights in the Company; • The Board and Management are primarily composed of individuals associated with Legacy AppHarvest; and • Legacy AppHarvest was the larger entity based on historical operating activity and Legacy AppHarvest had the larger employee base at the time of the Business Combination. In connection or concurrent with the Business Combination: • Each share of Legacy AppHarvest redeemable convertible preferred stock that was issued and outstanding prior to the Business Combination was automatically converted into shares of Legacy AppHarvest common stock, such that each converted share of redeemable convertible preferred stock was no longer outstanding and ceased to exist. • Novus assumed an outstanding convertible note issued by Legacy AppHarvest (the “Legacy AppHarvest Convertible Note”) after the date of the Business Combination Agreement and before the Merger. At the time of the Merger, the outstanding principal and unpaid accrued interest due on the Legacy AppHarvest Convertible Note were converted into shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms of the Legacy AppHarvest Convertible Note, and such converted Legacy AppHarvest Convertible Note was no longer outstanding and ceased to exist, and any liens securing obligations under the Legacy AppHarvest Convertible Note were released. • Each share of Legacy AppHarvest Common Stock, including the Legacy AppHarvest Common Stock issued upon conversion of the Legacy AppHarvest redeemable convertible preferred stockholders, was converted into and exchanged for 2.1504 shares (the “Exchange Ratio”) of the Company’s Common Stock. • Each option to purchase Legacy AppHarvest Common Stock that was outstanding, whether vested or unvested, was converted into an option to purchase a number of shares of the Company’s Common Stock equal to the product(rounded down to the nearest whole number) of (i) the number of shares of Legacy AppHarvest Common Stock subject to such Legacy AppHarvest option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy AppHarvest option, divided by (B) the Exchange Ratio. • Each restricted stock unit awarded by Legacy AppHarvest that was outstanding, whether vested or unvested, was converted into an award of restricted stock units to acquire a number of shares of the Company Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy AppHarvest Common Stock subject to the Legacy AppHarvest restricted stock unit award and (2) the Exchange Ratio. • On the Closing Date, a number of purchasers purchased from the Company an aggregate of 37,500 shares of Common Stock in a private placement pursuant to separate subscription agreement (the “PIPE investment”), for $10.00 per share and an aggregate purchase price of $375,000. • The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 760,000 shares, of which 750,000 shares were designated Common Stock, $0.0001 par value per share, and 10,000 shares designated preferred stock, $0.0001 par value per share. These transactions, together with the Business Combination, are collectively referred to as the “Recapitalization Transaction”. Upon closing of the Business Combination, the Company received gross proceeds of $475,000, including $375,000 in gross proceeds from the fully committed Common Stock PIPE. No goodwill or other intangible assets were recognized in connection with the Recapitalization Transaction. The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). All U.S. Dollar and share amounts are in thousands, except per share amounts, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified. Nature of Operations The high-tech greenhouse agriculture business is extremely capital-intensive and the Company expects to expend significant resources to complete the build-out of facilities under construction, continue harvesting existing crops and plant and harvest new crops in the existing and future controlled environment agriculture (“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 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 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 twelve-months ended December 31, 2022, the Company incurred net losses of $176,646 and generated negative cash flows from operations of $86,129. 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 AppHarvest Berea, Richmond tomato facility and Somerset facility, will have an adverse impact on its liquidity. As of December 31, 2022, the Company had $54,334 cash on hand, and an accumulated deficit of $363,960. Management believes there is substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional funds in order to operate its business, meet obligations as they become due and continue the ongoing operation, construction, and build-out and start-up of its CEA facilities. The Company completed a sale-leaseback of AppHarvest Berea as further discussed in Note 11 - Commitments and Contingencies and raised additional capital through an equity offering that closed on February 14, 2023, and included an Overallotment Option which closed on February 24, 2023, as further discussed in Note 16 - Subsequent Events . The Company is also exploring additional financing alternatives, including, but not limited to additional sale-leaseback transactions related to other CEA facilities, 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, the operation of the Company’s current CEA facilities and the construction, build-out and start-up of the 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 consolidated financial statements do not include any adjustments that might result from this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions. Significant items subject to such estimates and assumptions include the valuation of inventory, private warrants, and property and equipment. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global outbreak of the novel coronavirus disease (“COVID-19”) and related variants. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned, majority owned or controlled subsidiaries, collectively referred to as the Company. T he Company consolidates entities in which it holds a controlling financial interest. For voting interest entities, the Company is considered to hold a controlling financial interest when it is able to exercise control over the investees’ operating and financial decisions. At December 31, 2022 and 2021, the Company does not have interests in any entities that would be considered variable interest entities. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with current period presentation. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents. The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. Restricted cash as of December 31, 2022, includes $12,007 related to a master credit agreement with Rabo AgriFinance LLC for a real estate term loan (the “Rabo Loan”), as well as $9,791 in contributions to a project and interest reserve account for AppHarvest Somerset pursuant to a loan agreement entered into in July 2022 with Greater Nevada Credit Union (the “GNCU Loan Agreement”). 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. Accounts Receivable The Company’s trade accounts receivable are non-interest bearing and are recorded at the net realizable value. The allowance for doubtful accounts represents the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. As of December 31, 2022, and December 31, 2021, the Company had no allowance for doubtful accounts. Warrants At December 31, 2022 , there were 13,242 warrants to purchase Common Stock outstanding, consisting of 12,191 public warrants (“Public Warrants”) and 1,051 private warrants (“Private Warrants” and together with Public Warrants, “Warrants”). The Private Warrants are held by the Novus initial stockholders. Each warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. The warrants expire on January 29, 2026, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: • In whole and not in part • At a price of $0.01 per Warrant; • Upon not less than 30 days’ prior written notice of redemption; • If, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As a result of the provisions in the warrant agreement that provide for differences in the mechanics of a cashless exercise dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions preclude the Private Warrants from being classified in equity. Accordingly, the Private Warrants are classified as a liability and remeasured at fair value at each reporting date. Changes in fair value of the Private Warrants are recognized in the Company’s Consolidated Statement of Operations and Comprehensive Loss. The fair value of the Private Warrants is estimated at each measurement date using a Black-Scholes option pricing model. See Note 5 - Fair Value Measurements for inputs used in calculating the estimated fair value. The Public Warrants are equity classified financial instruments. Derivative Financial Instruments Derivative financial instruments are used to manage interest rate risks. The financial instruments used by the Company are straight-forward, non-leveraged instruments. The counterparties to these financial instruments are institutions with strong credit ratings. The Company maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit ratings of these institutions. For all transactions designated as hedges, the hedging relationships are formally documented at the inception and on an ongoing basis in offsetting changes in cash flows of the hedged transaction. The Company records derivative financial instruments on the consolidated balance sheets as either an asset or liability measured at its fair value. Changes in a derivative fair value (i.e. unrealized gains or losses) are recorded each period in earnings unless the derivative qualifies as a hedging instrument. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the consolidated balance sheets as a component of accumulated other comprehensive loss (“AOCL”) and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Loss when the hedged item affects net loss. The ineffective portion of the change in fair value of a hedge, if any, is recognized in net loss immediately. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded to net loss immediately. Capitalization of Interest The Company capitalizes interest costs on borrowings during the construction period of major construction projects as part of the cost of the constructed assets. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the years ended December 31, 2022 and December 31, 2021, $10,422 and $2,260 of interest expense has been capitalized, respectively. Debt Issuance Costs Debt issuance costs are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to debt instruments other than lines of credit are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability. Debt issuance costs associated with lines of credit are presented on the consolidated balance sheets as other current or non-current assets. Goodwill and Other Acquired Intangible Assets Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Separate identifiable intangible assets are stated at their historical cost and, for those with definite lives, amortized on a straight-line basis over their expected useful lives. The Company conducts annual impairment tests of goodwill on the first day of the fourth quarter and additional impairment reviews when events and circumstances indicate it is more likely than not that an impairment may have occurred. The Company assesses goodwill for impairment at the consolidated level, which represents its single reporting unit. If the fair value of the reporting unit is less than its carrying amount, the Company would record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized cannot exceed the amount of goodwill allocated to the reporting unit. Fair value of the Company’s single reporting unit is estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of judgments are involved in the application of the DCF model, including projections of business performance, weighted average cost of capital, and terminal values. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data derived from publicly traded peer group companies. The Company reviews separately identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the intangible assets over the remaining amortization period, if any. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. As of December 31, 2021, the Company identified an indicator of impairment and determined it was no longer more likely than not that the fair value of the Company’s sole reporting unit was in excess of the carrying value and that the carrying value of separately identifiable intangible assets was not recoverable. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of December 31, 2021, and the Company recorded an impairment of the carrying value of goodwill and definite lived intangible asset related to its acquisition of Root AI, Inc. (“Root AI”) on April 7, 2021 (the “Root AI Acquisition”). The December 31, 2021 impairment reflected current market valuations and strategic investment requirements as the Company continues to develop commercial technologies and pursue other strategic investments in the CEA industry. The following is a roll forward of the goodwill and definite-lived intangible assets activity during the year ended December 31, 2021: Goodwill Definite-lived Balance, December 31, 2020 $ — $ — Root AI Acquisition 50,863 9,754 Amortization — (716) Impairment (50,863) (9,038) Balance, December 31, 2021 $ — $ — Inventories Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Finished goods inventories represent costs associated with boxed produce not yet sold. Growing crop inventories primarily represent the costs associated with growing produce within the Company’s CEA facilities. Materials and supplies primarily represent growing and packaging supplies. Inventory costs are comprised of the purchase and transportation cost plus production labor and overhead. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions or renewals and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: • Building: 25 years • Leasehold and building improvements: the lesser of the lease term or 4 to 10 years. • Machinery: 5 to 10 years • Equipment: 3 to 10 years Assets held under financing leases are recorded at the net present value of the minimum lease payments, net of incentives provided by the lessor. Depreciation expense for assets held under financing leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. If the related lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise or the lease transfers ownership of the underlying asset to the Company by the end of the lease term, depreciation expense is computed over the estimated useful life of the asset. Long-lived tangible assets are assessed for recoverability whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. We assess the recoverability of long-lived assets at an individual CEA facility level, which we consider to be the lowest level in the organization for which independent identifiable cash flows are available. Factors that may indicate impairment include persistent negative economic trends affecting the markets we serve, recurring losses or lowered expectations of future cash flows to be generated by our assets, and declines in the market price of our long-lived assets. When necessary, the amount of impairment to be recognized is measured by the amount by which the carrying value exceeds the estimated fair value. Leases The Company determines if an arrangement contains a lease at inception. The right-of-use assets, net and liabilities associated with leases are recognized based on the present value of the future minimum lease payments over the lease term. The Company uses its incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable such costs will be incurred. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized on the consolidated balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. Variable lease expense, which primarily includes taxes and insurance are expensed as incurred. When contracts contain lease and non-lease components, the Company generally accounts for both components as a single lease component. When the Company enters into a sale-leaseback transaction as a seller-lessee, it applies the requirements in ASC 606 - Revenue from Contracts with Customers by assessing whether a contract exists and whether it satisfies a performance obligation by transferring control of an asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If the Company transfers the control of an asset to the buyer-lessor, it accounts for the transfer of the asset as a sale and recognizes a corresponding gain or loss on disposal. The subsequent leaseback of the asset is accounted for in accordance with ASC 842 - Leases in the same manner as any other lease. If the Company does not transfer the control of an asset to the buyer-lessor, the failed sale-leaseback transaction is accounted for as a financing transaction. Consequently, the Company does not derecognize the transferred asset and accounts for proceeds received as borrowings in either current or non-current financing obligations, depending on the nature of the repayment. Income Taxes The C ompany recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2022 and 2021, the Company does not have any uncertain tax positions. The Company’s policy is to recognize interest and penalties on uncertain tax positions as income tax expense. Retirement Plans The AppHarvest 401(k) Plan provides for matching contributions. The Company incurred $851 and $762 of expenses associated with the 401(k) Plan for the years ended December 31, 2022 and 2021, respectively. Stock-Based Compensation The Company recognizes in its Consolidated Statements of Operations and Comprehensive Loss the grant-date fair value of stock options and restricted stock units (“RSUs”) issued to employees and directors. Stock-based compensation expense related to stock options and time-based RSUs are recognized on a straight-line basis over the associated service period of the award, which is generally the vesting term. Certain restricted stock unit awards are subject to service-, market- and/or performance-based vesting conditions. The performance criteria for performance-based RSUs are evaluated on a quarterly basis and stock-based compensation is recognized when the performance criteria are determined to be probable. The Company recognizes forfeitures as they occur. The Company estimates the fair value of market-based RSUs using a Monte-Carlo simulation model. The Company estimates the fair value of its time-based and performance-based RSUs on the fair value of the Common Stock at the date the terms of the awards are mutually agreed upon between the Company and the holder. The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. The expected stock price volatility for the Company is primarily based on the trading history for AppHarvest’s Common Stock. Prior to the Business Combination, the expected stock price volatility was primarily based on the historical volatility of the common stock of publicly traded peer companies. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The expected term of the stock option awards granted historically was assumed to be the weighted average between the options contract life and the vesting term of the underlying award (based upon the underlying arrangement). The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Net Loss Per Common Share The Company’s basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding for the period. The diluted net loss per common share is computed by giving effect to all potential Common Stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options to purchase Common Stock, Warrants and RSUs are considered to be Common Stock equivalents but have been excluded from the calculation of diluted net loss per common share as their effect is anti-dilutive. Advertising Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $99 and $382, respectively, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Revenue On March 28, 2019, the Company entered into a Purchase and Marketing Agreement (the “Mastronardi Agreement”) with Mastronardi Produce Limited (“Mastronardi”) pursuant to which Mastronardi will be the sole and exclusive marketer and distributor of all tomatoes, cucumbers, peppers, berries and salad greens produced at the Company’s CEA facilities that meet certain quality standards (collectively, the “Products”). Under the terms of the Mastronardi Agreement, the Company is responsible for growing, producing, packing, and delivering the Products to Mastronardi, and Mastronardi is responsible for marketing, branding, and distributing the Products to its customers. Mastronardi will pay the Company market prices for the Products that are consistent with the best and highest prices available during the duration of the applicable growing season for like kind U.S. Department of Agriculture (“USDA”) Grade No. 1 products. Mastronardi will set the market price for the Products and will pay over to the Company the gross sale price of the Product sold by Mastronardi, less a marketing fee and Mastronardi’s costs incurred in the sale and distribution of the Products. If Mastronardi rejects, returns, or otherwise refuses Products for failure to meet certain quality standards, the Company has the right, at its cost and expense, to sell or otherwise dispose of the Products, subject to certain conditions. Substantially all of the Company’s revenues are generated from the sale of Products to Mastronardi. The Mastronardi Agreement has a term of 10 years. The Company has a limited, one-time right to terminate the Mastronardi Agreement if certain return targets are not reached. During the term of the Mastronardi Agreement, Mastronardi has a right of first refusal to enter similar arrangements with regard to any additional growing facilities the Company established in Kentucky or West Virginia. The Company recognizes revenue at a point in time and at the amount it expects to be entitled to be paid when its performance obligation is complete, which is generally when control of the Products is transferred to Mastronardi, upon pick-up 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 Mastronardi Agreement. Revenue is also recorded net of rejections for Products that do not meet quality specifications and net of sales and other taxes collected on behalf of governmental authorities. Payment terms are generally 30 days. Selling, general and administrative expenses (“SG&A”) Selling, general and administrative expenses primarily consist of payroll and payroll related expenses, stock-based compensation, legal and professional costs, rent expense, marketing and advertising, communications, insurance and various other personnel and office related costs. During the years ended December 31, 2022 and December 31, 2021, $2,873 and $1,000 of start-up expenses related to pre-commencement commercial activities at the various CEA facilities were expensed as incurred by the Company and recorded within SG&A in the Consolidated Statements of Operations and Comprehensive Loss. New Accounting Pronouncements No new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the consolidated financial statements . |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization, Business Combination And Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Reverse Recapitalization As discussed in Note 1 - Description of Business , on January 29, 2021, Novus completed the Recapitalization Transaction. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Novus was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy AppHarvest issuing stock for the net assets of Novus, accompanied by a recapitalization. The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the year ended December 31, 2021: Recapitalization Transaction Cash - Novus trust and cash, net of redemptions $ 99,896 Cash - PIPE financing 375,000 Non-cash Convertible Note conversion 30,808 Non-cash net liabilities assumed from Novus (2,850) Less: Fair value of assumed common stock Private Warrants (45,565) Less: transaction costs allocated to equity (23,762) Net impact on total stockholders’ equity 433,527 Less: cash payments for transaction costs at Closing Date (2,634) Less: non-cash Convertible Note conversion (30,808) Add: non-cash net liabilities assumed from Novus 2,850 Add: non-cash fair value of assumed common stock Private Warrants 45,565 Net impact on net cash provided by financing activities 448,500 Less: transaction costs included in net cash used in operating activities (a) (13,261) Total net increase in cash and cash equivalents on Closing Date $ 435,239 (a) Including transaction costs in the amount of $2,887 allocated to the Private Warrants. Root AI Acquisition On April 7, 2021, the Company completed the Root AI Acquisition. Total consideration, net of cash acquired, was as follows: Common Stock issued (2,329 shares at approximately $21.00 per share) $ 48,991 Stock options issued to replace unvested Root AI stock options 361 Total equity 49,352 Cash consideration paid for the settlement of vested Root AI stock options 230 Cash consideration paid to Root AI shareholders 9,512 Cash consideration paid to reimburse Root AI for seller transaction costs incurred 150 Cash acquired (136) Net cash 9,756 Total consideration $ 59,108 The Company accounted for its acquisition of Root AI using the acquisition method of accounting in accordance with U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The purchase price allocation for the Root AI Acquisition was as follows: Goodwill $ 50,863 Intangible assets (technology and intellectual property) 9,754 Deferred taxes (1,420) Net operating assets and liabilities (89) Net assets acquired $ 59,108 Transaction costs of $1,032 were included in SG&A within the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During the twelve months ended December 31, 2022, the Company initiated and completed restructuring plans to reduce operating costs, prioritize core farm operations and align technical resources to support farm production and quality improvements. These restructuring plans included the elimination of a number of positions, including members of senior management. The Company anticipates the cost savings form the restructuring plans will support growth-related initiatives and help meet the long-term goals and liquidity needs. During the twelve months ended December 31, 2022, the Company incurred costs of $10,050 related to the restructuring initiatives, of which $8,869 was for severance and other benefits and $1,181 was for legal and other costs. The Company did not recognize any such restructuring charges during the twelve months ended December 31, 2021. In addition to the restructuring actions noted above, during the twelve months ended December 31, 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 twelve months ended December 31, 2021. SG&A |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Interest rate swap Other assets, net — 8,788 — 8,788 Total assets $ — $ 8,788 $ — $ 8,788 Liabilities: Private Warrants Private Warrant liabilities — 119 — 119 Total liabilities $ — $ 119 $ — $ 119 Fair Value as of December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Foreign currency contracts Other assets, net $ — $ 14 $ — $ 14 Total assets $ — $ 14 $ — $ 14 Liabilities: Foreign currency contracts Other current liabilities $ — $ 63 $ — $ 63 Interest rate swap Other liabilities — 1,657 — 1,657 Private Warrants Private Warrant liabilities — 1,385 — 1,385 Total liabilities $ — $ 3,105 $ — $ 3,105 The Company’s derivative contracts, including foreign currency forward and option contracts and an interest rate swap, are measured at fair value using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. As of December 31, 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 $43,522 as of December 31, 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: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 0.57 $ 3.89 Volatility 114.0 % 54.0 % Remaining term in years 3.08 4.08 Risk-free rate 4.22 % 1.12 % Dividend yield — — The following table summarizes the private warrant activity for the year ended December 31, 2022: Fair value of Private Warrants outstanding as of 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 Fair value of Private Warrants converted to Public Warrants (51) Change in fair value of Private Warrants (344) Fair value of Private Warrants outstanding as of December 31, 2022 $ 119 The Warrants are deemed equity instruments for income tax purposes. The changes in the fair value of the Private Warrants may be material to our future operating results. The Company measures certain assets and liabilities at fair value on a non-recurring basis. Assets and liabilities that are measured at fair value on a non-recurring basis include long-lived and intangible assets which would generally be recorded at fair value as a result of an impairment charge. During 2022, the Company recognized impairments of property and equipment that were determined by comparing the fair value of the asset group to its carrying value. The Company used various valuation techniques to determine fair value, with the primary technique being the cost approach, which uses significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. During 2021, goodwill and intangible assets were valued using Level 3 inputs, which included internal estimates of future cash flows (income approach). Assets acquired and liabilities assumed as part of a business combination are also measured at fair value on a non-recurring basis during the measurement period. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net December 31, 2022 December 31, 2021 Raw materials $ 6,191 $ 1,314 Growing crops 11,546 3,684 Finished goods 341 — Total inventories, net $ 18,078 $ 4,998 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment at cost and accumulated depreciation are as follows: December 31, 2022 December 31, 2021 Land $ 29,877 $ 32,395 Buildings (1) 215,420 79,450 Machinery and equipment (2) 114,407 49,418 Construction in progress (3) 116,544 186,848 Leasehold improvements 4,688 4,740 Less: accumulated depreciation (24,758) (8,938) Total property and equipment, net $ 456,178 $ 343,913 ______________________________ Amounts at December 31, 2022 related to our Berea failed sale-leaseback: (1) $53,976, (2) $52,267, (3) $6,998. S ee Note 11 - Commitments and Contingencies. Depreciation expense for property and equipment for the year ended December 31, 2022 and 2021 was $16,110 and $9,573, respectively. In March 2021, the Company acquired AppHarvest Morehead and related property from Equilibrium Controlled Environment Foods Fund, LLC and its affiliates (“Equilibrium”), a related party at the date of acquisition (See Note 11(a) - Commitments and Contingencies - Equilibrium Transaction). The purchase price for AppHarvest Morehead was $125,000 which was equal to a multiple of Equilibrium’s cost to acquire, develop and construct AppHarvest Morehead. AppHarvest Morehead was placed in service during the year ended December 31, 2021. At December 31, 2022, the Company recorded a non-cash impairment charge of $50,101 to reduce the carrying value of real and personal property associated with the Company’s CEA facilities to their estimated fair value. In estimating the fair value of the real and personal property within each asset group, the Company estimated the price that would be received to sell the asset groups in an orderly transaction between market participants. Due to the specialized nature of the CEA asset groups, the age, and significant amount of construction in progress, only the cost approach was fully developed for the Company’s asset groups. Fair value was determined using a cost-approach methodology that applied market trend factors to original cost data to arrive at an estimate of fair value. The cost approach uses significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. The contributory value of the land at each site was valued utilizing the sales comparison approach, a Level 2 input as defined by the fair value hierarchy. The Company also 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, which is recognized in SG&A for the year ended December 31, 2022 . The abandonment of this technology resulted in a full impairment of these assets. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets December 31, 2022 December 31, 2021 Utility deposits $ 6,246 $ 7,479 Investment in unconsolidated entity 5,000 5,000 Prepayments for fixed assets 1,284 2,888 Interest rate swap 8,788 — Other assets 1,094 1,277 Total other assets $ 22,412 $ 16,644 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses December 31, 2022 December 31, 2021 Payroll and related $ 5,314 $ 2,768 Professional service fees 983 1,944 Construction costs 9,201 8,467 Other accrued liabilities 1,479 600 Utilities 2,746 1,461 Inventory 2,273 554 Total accrued expenses $ 21,996 $ 15,794 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of the carrying value of the debt is as follows: December 31, 2022 December 31, 2021 Rabo Loan $ 71,250 $ 75,000 Construction Loan 66,252 31,944 GNCU Loan 50,000 — JPM Loan — 24,335 Unamortized debt issuance costs (3,280) (622) Debt, net of issuance costs 184,222 130,657 Less current portion (3,685) (28,020) Long term, net $ 180,537 $ 102,637 The principal requirements of debt maturing in the next five years are: 2023 2024 2025 2026 2027 Debt maturities by year $ 3,750 $ 70,002 $ 4,792 $ 6,250 $ 6,250 Mastronardi Note and Loan Agreement On October 24, 2022, the Company, through its wholly-owned subsidiary, AppHarvest Berea Farm, LLC, entered into a note and loan agreement in the principal amount of $30,000 (the “Note”) with Mastronardi USA. The maturity date of the Note was February 17, 2023. The Company repaid the Note in full upon completion of the Sale-Leaseback Transaction with Mastronardi USA in December 2022 as further described in Note 11 - Commitments and Contingencies . GNCU Loan Agreement On July 29, 2022, the Company entered into the GNCU Loan Agreement for an aggregate original principal amount of $50,000 (the “GNCU Loan”), to be used, in part, for the development of a commercial scale of AppHarvest Somerset. The GNCU Loan is guaranteed in favor of the GNCU Lender by the 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 granting a first priority lien on all real property, and a security interest in all personal property, and (ii) a Security Agreement pursuant to which AppHarvest has granted the Lender a security interest in and to all the AppHarvest machinery and equipment, and other personal property collateral within AppHarvest Somerset. 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. 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 the Project cost for AppHarvest Somerset in excess of the GNCU Loan, respectively. The balance of these amounts is reflected in restricted cash in the consolidated balance sheet as of December 31, 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 AppHarvest Somerset, in each case as set forth in the GNCU Loan Agreement. As of December 31, 2022, the Company was in compliance with all covenants. Equilibrium Loan Agreement On July 23, 2021, the Company entered into a credit agreement with CEFF II AppHarvest Holdings, LLC, an affiliate of Equilibrium, for a construction loan with a principal amount of $91,000 (the “Construction Loan”) for the development of a CEA facility in Richmond, Kentucky. The 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 AppHarvest Richmond. The Construction Loan requires monthly interest payments based on drawn capital costs at an initial interest rate of 8.000% per annum, which will increase on a monthly basis by 0.2% per annum, beginning two years after closing of the Construction Loan through maturity, which is expected to be July 23, 2024, with no required principal payments until maturity. On July 29, 2022, the Company amended the credit agreement with Equilibrium to require that it 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. On December 21, 2022, the Company amended the Construction Loan with Equilibrium. This amendment provided that if and when the Company entered into a transaction or series of transactions to sell or otherwise convey its property, and the proceeds of such transaction(s) were $22,500 or more, the Company would deposit a portion of the proceeds into a segregated deposit account to use for certain on-going construction work at AppHarvest Richmond. This amendment also reduced the principal balance to a maximum $66,300 and modified certain covenants and waived all defaults under the credit agreement if applicable. At the funding of the Berea Sale-Leaseback Transaction, as further described in Note 11 - Commitments and Contingencies , the Company funded the deposit account required by this amendment as applicable. The Company incurred $382 of debt issuance costs related to the amended Construction Loan, which were included in non-current assets on the consolidated balance sheet, and will be amortized over the term of the Construction Loan. Rabo AgriFinance On June 15, 2021, the Company entered into a master credit agreement with Rabo AgriFinance LLC (the “Lender”) for the Rabo 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 Rabo AgriFinance where it 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 $2.0 million to a reserve account. At June 30, 2022, we would not have met the current ratio requirement for the Morehead CEA subsidiary. On June 21, 2021, the Company entered into an interest rate swap with an affiliate of the Lender to make a series of payments based on a fixed rate of 1.602% and receive a series of payments based on LIBOR. Both the fixed and floating payment streams are based on the initial notional amount of $75,000 and require quarterly payments under a twenty-year amortization schedule. As of December 31, 2022, the net fixed interest rate on the combined Rabo Loan and related interest rate swap is 4.102%. The Rabo Loan is recorded at cost, net of debt issuance costs of $656. On December 29, 2022, the Company entered into an addendum to the Rabo Loan dated June 15, 2021, with the Lender. The addendum requires that we deposit $10 million into a designated reserve account to secure our obligations under the amended Rabo Loan. The addendum also modified certain covenants and reporting requirements. As of December 31, 2022, the Company was in compliance with all covenants. JPM Loan Agreement On September 27, 2021, the Company entered into the JPM Loan with JPMorgan Chase Bank, N.A., providing for a line of credit facility in the maximum amount of $25,000 for capital expenditures and CEA facility construction and improvements. The interest rate on the JPM Loan approximated one-month LIBOR plus 2.25%. As of December 31, 2021, the Company borrowed $24,335 under the JPM Loan and the interest rate was 2.375%. The JPM Loan required 105% of the aggregate borrowings to be held as cash collateral. At December 31, 2021 the Company had $25,556 of restricted cash on the consolidated balance sheet to meet this requirement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Related Party Transaction Equilibrium Transactions On March 1, 2021, the Company closed on the Membership Interest Purchase and Sale Agreement (the “MIPSA”) with Equilibrium that was entered into in December 2020, pursuant to which it purchased from Equilibrium 100% of its membership interests in its subsidiary, Morehead Farm LLC. At closing, Morehead Farm LLC, which owns AppHarvest Morehead, became a wholly owned subsidiary of the Company. Concurrently with the closing of the MIPSA, the Master Lease Agreement dated May 13, 2019 with Morehead Farm LLC to lease AppHarvest Morehead and ancillary agreements related thereto, was terminated. As a result, the closing date balances of $66,504 for the financing obligation related to construction in progress assets and $58,496 for the finance lease liability related to the completed portion of AppHarvest Morehead were settled and de-recognized from the Company’s consolidated balance sheet. On May 12, 2020, the Company entered into a loan agreement with Equilibrium, a related party, at that time, to finance the purchase of equipment to be used in the Company’s operations in Morehead, Kentucky. The loan agreement had an original principal balance of $2,000 and an interest rate of 9.5% per year. The original proceeds from the loan are included in the financing section of the statement of cash flows as of December 31, 2021. (b) Leases The Company’s lease portfolio is primarily comprised of operating leases for offices. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating lease right-of-use assets, net and liabilities are recognized within the Consolidated Balance Sheets based on the present value of lease payments over the lease term. As the implicit rate is generally not readily determinable for most leases, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the estimated rate of interest that the Company would pay to borrow on a collateralized basis over a similar term in a similar economic environment. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Leases may include renewal options, and the renewal option is included in the lease term if the Company concludes that it is reasonably certain that the option will be exercised. A certain number of the Company’s leases contain rent escalation clauses, either fixed or adjusted periodically for inflation of market rates, that are factored into the calculation of lease payments to the extent they are fixed and determinable at lease inception. For the year ended December 31, 2022 and 2021, the Company recognized $868 and $1,485, respectively, of operating lease expense, which was recognized within SG&A or cost of goods sold (“COGS”) depending on whether it was related to administration or production, respectively, in the Consolidated Statements of Operations and Comprehensive Loss. Short-term lease expense was $1,154 and $940 in 2022 and 2021, respectively. Variable lease expense for the years ended December 31, 2022 and 2021 was immaterial. The future minimum rental payments required under the leases for each year of the next five years ending December 31, and in the aggregate thereafter are as follows: Operating 2023 $ 679 2024 613 2025 701 2026 707 2027 591 2028 and thereafter 621 Total minimum payments required 3,911 Less: imputed interest costs (1) (770) Present value of net minimum lease payments (2) $ 3,141 Weighted-average imputed interest rate 7.22 % Weighted-average remaining lease term 5.7 ___________________________________________ (1) Represents the amount necessary to reduce net minimum lease payments to present value using actual rate in the lease agreement or the Company’s incremental borrowing rate at lease inception. (2) Included in the Consolidated Balance Sheet as of December 31, 2022 as current and non-current lease liability of $514 and $2,628, respectively. Supplemental Consolidated Statement of Cash Flow information is as follows for the years ended December 31: 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,141 $ 552 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 1,220 $ 3,989 Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities $ (3,031) $ — (c) Berea Sale Leaseback Financing Transaction On December 23, 2022, the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Mastronardi Berea LLC, (the “Buyer”), for the Company’s 40 acres of land located in Berea, Kentucky (the “Berea Land”) and the CEA facility, improvements and other assets located thereon (“Berea Property”), collectively the “Property”. The sale price was approximately $125,000. The Buyer is a joint venture between Mastronardi and a third party. On December 27, 2022, the Company and Buyer entered into a sale-leaseback transaction for the Property (the “Lease”). In conjunction with the execution of the Lease, and contemporaneous with the closing of the Purchase Agreement, the Company paid the Buyer $19,055 in the form of advanced lease payments. The Lease has an initial term of 10 years, with four renewal options of five years each. At the commencement date of the Lease, the renewal options are not reasonably certain to be exercised by the Company. The total annual rent under the Lease is $9.5 million per year, and the annual rent is subject to 2.5% annual increases or consumer price index adjustments, whichever is greater, starting after the second lease year. Due to the fact the Lease contains both the Berea Land and Property, the land and building components were evaluated separately. The Company determined that the Berea CEA facility did not qualify for sale-leaseback accounting and accounted for the Berea CEA facility lease component of the Lease transaction as a financing transaction. The Company has recorded the sale proceeds attributable to the facility lease component as a loan collateralized by the Berea CEA facility. This loan is payable as principal and imputed interest in the form of “lease payments” to the Buyer over the ten-year initial term of the Lease. As such, the Company did not derecognize the AppHarvest Berea facility from its consolidated balance sheet for accounting purposes, and AppHarvest Berea along with the long-lived assets within, which total $109,351, as of December 31, 2022, will continue to be depreciated by the Company over the assets’ estimated remaining useful life. As of December 31, 2022, the carrying value of the financing liability was $103,787, net of $1,288 in debt issuance costs, of which all were classified as long-term on the balance sheet, giving account to the two years of prepaid rent. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. There was no material interest expense associated with the financing arrangement for the year ended December 31, 2022. No gain or loss was recognized related to the Sale-Leaseback Transaction or the year ended December 31, 2022, as the sale proceeds allocated to the Berea Land lease component approximated the Berea Land carrying value. Remaining future cash payments related to the financing liability for the next five years ending December 31, and in the aggregate thereafter are as follows: 2023 $ — 2024 — 2025 9,669 2026 9,910 2027 10,158 Thereafter 54,729 Total Minimum Liability Payments $ 84,466 (d) Agreements with Dalsem The Company entered into agreements with Dalsem Greenhouse Technology, B.V. (“Dalsem”) for the construction of new greenhouse facilities in Richmond, Kentucky and Berea, Kentucky on November 20, 2020 and December 11, 2020, respectively. Under terms of the agreements, Dalsem will provide certain services related to the design, engineering, procurement, construction, startup and testing of a greenhouse and certain ancillary facilities at each site. Total costs under the agreements are based on actual costs incurred by Dalsem and payments are due upon the completion of certain established project milestones, with a portion of each payment due in Euros and a portion due in U.S. dollars. Either party is entitled to terminate the agreements upon the occurrence of certain events of default and the Company is entitled to terminate the agreements if Dalsem fails to meet certain performance requirements. The Company may also terminate the agreements without cause with written notice and a termination payment to Dalsem. In February 2023, Dalsem filed a mechanics lien on the AppHarvest Richmond facility in the amount of approximately $14,000. The Company has accrued amounts it believes are owed to Dalsem and has contested certain other amounts. (e) Purchase Commitments During the year ended December 31, 2021, the Company entered into an agreement with its natural gas supplier to purchase a portion of its anticipated future natural gas usage at fixed prices. There were no material purchase commitments that were unrecorded at December 31, 2022. The unrecorded purchase commitments as of December 31, 2021, were $915. (f) 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 named the Company and certain of its current officers as defendants, and alleged that the Company 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 AppHarvest Morehead in the first half of 2021. In particular, the lead plaintiff alleged that the Company’s public statements during the class period were false and misleading because the Company failed to disclose issues related to the its tomato harvest and employee training and retention. The amended complaint sought unspecified monetary damages on behalf of the punitive class and an award of costs and expense, including reasonable attorneys’ fees. On May 2, 2022, the Company filed a motion to dismiss the amended complaint. On July 25, 2022, the lead plaintiff filed a second amended complaint with substantially similar allegations. On September 23, 2022, the Company filed a motion to dismiss the second amended complaint. The lead plaintiff filed his opposition to the Company’s motion to dismiss the second amended complaint on November 22, 2022, and the Company filed its reply in support of its motion to dismiss the second amended complaint on January 13, 2023. 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 of AppHarvest’s officers and directors. The Kennedy derivative complaint is substantially similar to the Ross and Wester derivative complaints. On November 22, 2022, the Kennedy derivative case was 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 case no longer consents to the stay. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments During the year ended December 31, 2021, the Company entered into foreign currency forward and option contracts to hedge certain cash flows related to anticipated expenditures related to the construction of its Berea, Kentucky and Richmond, Kentucky CEA facilities. These contracts, which had maturities ranging through December 2022, qualified as cash flow hedges and were 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. The Company maintained collateral of $140 and $3,710 for the hedge program in prepaid expenses and other current assets in the consolidated balance sheet at December 31, 2022 and December 31, 2021, respectively. The Company has elected to measure hedge effectiveness using the spot method under which the hedging relationship is considered perfectly effective and changes in the fair value of the forward and options contracts attributable to changes in the spot rate are recorded as a component of other 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 COGS and SG&A within the Consolidated Statement of Operations and Comprehensive Loss. Under the spot method, changes in the fair value of forward contracts attributable to changes in the difference between the forward rate and the spot rate (forward points) and the fair value of option contracts attributable to time and volatility values (up-front premium) will be excluded from the measure of hedge effectiveness and amortized as COGS and SG&A on a straight-line basis over the terms of the underlying contracts. During the year ended December 31, 2022 and December 31, 2021, the Company recognized amortization expense of $244 and $504 related to its foreign currency hedge contracts within the Consolidated Statement of Operations and Comprehensive Loss. As of December 31, 2022, the Company no longer had outstanding foreign currency contracts designated as cash flow hedging instruments. At December 31, 2022 and December 31, 2021, the Company had a net liability of $0 and $49 in foreign currency contracts designated as cash flow hedging instruments, which is included in other current and non-current liabilities according to the expected settlement dates of the related contracts. On June 21, 2021, the Company entered into an interest rate swap which has been designated as an effective cash flow hedge and changes in the fair value are recorded as a component of AOCI in the consolidated balance sheet and reclassified into earnings as interest expense over the life of the debt. See Note 10 - Debt for more information on the interest rate swap. The following table summarizes the before and after tax amounts for the various components of other comprehensive income(loss) for the periods presented: Year Ended December 31, 2022 Year Ended December 31, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax (Expense) After Tax Foreign Currency $ 294 $ — $ 294 $ (294) $ — $ (294) Interest Rate Swap 10,445 — 10,445 (1,657) — (1,657) Total AOCI/AOCL $ 10,739 $ — $ 10,739 $ (1,951) $ — $ (1,951) During the twelve months ended December 31, 2022 an income tax expense of $2,822 was recognized within other comprehensive income (loss) compared to an income tax benefit of $521 during the twelve months ended December 31, 2021. The income tax expense of $2,822 related to the balance in AOCI at December 31, 2022 of $10,739 and the income tax benefit related to the $(1,951) balance in AOCL at December 31, 2021, respectively, is fully offset by a valuation allowance. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Equity Incentive Plan On January 29, 2021, stockholders approved the 2021 Equity Incentive Plan, (the “Plan”), replacing the 2018 Equity Incentive Plan, (the “2018 Plan”), pursuant to which the Company’s Board of Directors (the “Board”) may grant stock awards, including stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards, to officers, key employees, and directors. The Plan allows for non-employee director grants, which are accounted for in the same manner as employee awards. There are 10,027 registered shares of Common Stock reserved for issuance under the Plan. During the year ended December 31, 2022, 1,539 awards were granted under the Plan, including 1,031 RSUs and 508 stock options, all of which had typical service-based vesting requirements. During the year ended December 31, 2021, 6,589 awards were granted under the Plan, including 6,541 RSUs and 48 stock options granted as consideration in the Root AI Acquisition (see Note 3 - Business Combinations for more information). The RSU’s granted under the P lan include 2,937 executive awards with market and performance-based vesting requirements in addition to the typical service-based vesting requirements. As of December 31, 2022, t her e are 3,053 registered shares of Common Stock reserved for issuance upon exercise or settlement, as applicable, of awards made under the 2018 Plan. Wh ile no further awards may be granted under the 2018 Plan, that plan continues to govern all outstanding awards previously issued under it. Vesting of the RSUs issued under the 2018 Plan (“2018 RSUs”) was dependent on a liquidity event, the Business Combination, which occurred on January 29, 2021. Accordingly, the Company rec ognized a one-time stock-based compensation expense of $2,616 as of that date as a retroactive catch-up of cumulative stock-based compensation expense for s uch awards from their original grant dates. Total stock-based compensation expense was $26,918 for the year ended December 31, 2022, compared to $40,910 for the year ended December 31, 2021, respectively. Of these amounts, $26,252 were included in SG&A and $666 in COGS for the year ended December 31, 2022, respectively and $39,030 was recognized in SG&A and $1,880 in COGS for the year ended December 31, 2021, respectively. The Company issues stock options in two forms. The incentive stock options (“ISO”) that have been granted generally vest over 48 months, with 25% vesting at the end of the first year and ratable vesting thereafter for the next 36 months. The nonqualified stock options (“NSO”) that have been granted vest ratably over 10 to 30 months. The ISOs and NSOs generally expire ten years after the date of grant. The Company uses the Black-Scholes option-pricing model to calculate the fair value of the options granted. The grant date fair value was based on the following weighted average assumptions used within the Black-Scholes option pricing model for the year ended December 31, 2022 and 2021: 2022 2021 Expected term 6.25 5.80 Risk-free interest rate 3.40 % 0.41 % Expected volatility 64.57 % 49.45 % Expected dividend yield — % — % The Company recorded $385 and $236 of stock-based compensation expense for options issued to employees and directors during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, unrecognized stock-based compensation expense of $440, is related to non-vested options granted, which is anticipated to be recognized over the next weighted average 6.38 years, commensurate with the remaining requisite service period. Aggregate intrinsic value represents the estimated fair value of the Company’s Common Stock at the end of the period in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. The weighted average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $0.80 and $17.74, respectively. The Company uses authorized and unissued shares to satisfy award exercises. The following table summarizes stock option activity for the year ended December 31, 2022 and December 31, 2021: Options Shares Weighted average exercise Average remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 2,978 $ 0.33 8.71 Granted 48 0.56 Exercised (135) 0.32 $ 751 Forfeited or expired (83) 0.58 Outstanding at December 31, 2021 2,808 $ 0.33 7.79 $ 10,002 Exercisable, December 31, 2021 1,996 0.30 7.60 $ 7,165 Granted 508 3.19 Exercised (1,183) 0.26 $ 3,679 Forfeited or expired (278) 2.76 Outstanding at December 31, 2022 1,855 0.80 6.39 $ 284 Exercisable, December 31, 2022 1,368 0.50 5.60 $ 260 During the year ended December 31, 2022, the Company granted RSUs to directors, officers, and employees. The following table summarizes RSU activity for the year ended December 31, 2022 and December 31, 2021: RSUs Units Weighted average grant Outstanding at December 31, 2020 2,545 $ 9.07 Granted 6,568 14.74 Vested (955) 10.29 Forfeited or cancelled (1,793) 12.21 Outstanding at December 31, 2021 6,365 $ 13.68 Granted 1,031 3.83 Vested (2,000) 14.02 Forfeited or cancelled (1,345) 11.97 Unvested at December 31, 2022 4,052 $ 12.11 Certain RSUs contain performance and service vesting conditions, and the related stock-based compensation is recognized using an accelerated attribution method. The requisite service period for the RSUs outstanding at December 31, 2022, is 48 months, with 25% vesting at the end of the first year and ratable vesting every 3 months thereafter for the next 36 months. Total stock-based compensation recognized in 2022 and 2021 related to the market-based RSUs was $8,646 and $15,168, respectively, which is recorded within SG&A. Total stock-based compensation recognized in 2022 and 2021 for time-based RSUs was $17,788 and $25,273, respectively. As of December 31, 2022, unrecognized stock-based compensation expense of $11,847, is related to non-vested RSUs granted, which is anticipated to be recognized over the next weighted average 0.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2022 and 2021, the Company incurred net operating losses and, accordingly, no current provision for income taxes has been recorded. Deferred income tax expense for the years ended December 31, 2022 and 2021 consisted of the following components: 2022 2021 Deferred income tax expense: Federal $ 1,076 $ 920 State 1,432 69 Total deferred income tax expense 2,507 989 Income tax expense $ 2,507 $ 989 The reconciliation of the statutory income tax with the provision for income taxes are as follows for the years ended December 31: December 31, 2022 2021 Statutory tax rate $ (36,570) 21.0 % $ (34,691) 21.0 % State tax - deferred, net of federal impact (6,241) 3.6 % (4,940) 3.0 % Permanent items 6,282 (3.6) % 10,268 (6.2) % Change in valuation allowance 39,462 (22.6) % 30,349 (18.4) % Other (426) 0.2 % 3 — % Total taxes $ 2,507 (1.4) % $ 989 (0.6) % The Company has considered the impact of state rate changes, apportionment weighting and state filing positions when determining its state effective tax rate. The Company adjusts its state effective tax rate for enacted law changes during the year. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 56,441 $ 29,340 Stock-based compensation 1,775 3,170 Lease liabilities and holdback 3,396 1,521 Financing obligation 27,177 — Other 6,180 2,933 $ 94,968 $ 36,963 Valuation allowance (72,432) (35,792) $ 22,536 $ 1,171 Deferred tax liabilities: Property, plant and equipment $ (24,472) $ (2,250) Interest rate swap (2,301) — Operating lease right-of-use assets (688) (1,339) (27,461) (3,589) Net deferred tax liabilities $ (4,925) $ (2,418) When realization of the deferred tax asset is more likely than not to occur, the benefit related to the deductible temporary differences attributable to operations is recognized as a reduction of income tax expense. Valuation allowances are provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets, and accordingly, a valuation allowance of $72,432 and $35,792 have been provided on the net deferred tax assets as of December 31, 2022 and 2021. The valuation allowance increased $36,640 during the year ended December 31, 2022, primarily as a result of an increase in net operating loss carryforwards. The Company continues to monitor the need for a valuation allowance based on the sources of future taxable income. At December 31, 2022, the Company has $224,198 of federal and $223,712 of state net operating loss carryforwards that have no expiration. Under the provisions of the Internal Revenue Code, net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may be subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders by more than 50% over a three-year period, as defined in Sections 382 and 383 of the Internal Revenue Code and similar state provisions. The amount of the annual limitation is determined based on the value of the Company immediately before the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company completed a Section 382 and 383 analysis as of December 31, 2022, which confirmed that a change in ownership as defined under Sections 382 and 383 occurred in 2021, but the computed limitation had no impact on the Company’s ability to utilize pre-change net operating and tax credit carryforwards. Therefore, the Company’s computed valuation allowance on net operating loss carryforwards was unaffected by the completion of the analysis. As of December 31, 2022 and 2021, the Company had no accrued uncertain tax positions or associated interest or penalties and no amounts have been recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company files income tax returns in the U.S. federal jurisdiction and state jurisdictions. The tax years since inception remain open and subject to examination by federal and state taxing authorities. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Net Loss per Common Share Diluted net loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. The following common share equivalent securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: December 31, Anti-dilutive common share equivalents: 2022 2021 Stock options 1,855 2,808 Restricted stock units 4,052 6,325 Warrants 13,242 13,242 Total anti-dilutive common share equivalents 19,149 22,375 Basic and diluted net loss per common share is calculated as follows: Year Ended December 31, 2022 2021 Numerator: Net loss $ (176,646) $ (166,186) Denominator: Weighted-average common shares outstanding, basic and diluted 104,763 95,571 Net loss per common share, basic and diluted $ (1.69) $ (1.74) 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 twelve months ended December 31, 2022, the Company has sold 1,018 shares of its Common Stock pursuant to the ATM Agreement for gross proceeds of $2,416 and net proceeds of $2,343. Equity issuance costs of $63 were netted with gross proceeds in equity during the twelve months ended December 31, 2022. As of December 31, 2022, there was $97,584 in availability 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 9, 2023, in order to raise capital to fund the Company’s planned expenditures and meet its obligations, the Company initiated a follow-on equity offering for the issuance and allotment of 40,000 shares of Common Stock in an underwritten public offering at a public offering price of $1.00 per share. In addition, the Company granted the underwriters an option to purchase, for a period of 30 days, up to an additional 6,000 shares of Common Stock (the “Overallotment Option”). On February 14, 2023, the Company closed the follow-on offering via the issuance and allotment of 40,000 shares of Common Stock. On February 22, 2023 the underwriters exercised the Overallotment Option to purchase 6,000 shares of Common Stock and on February 24, 2023, the Company issued the 6,000 shares of Common Stock under the Overallotment Option. The Company received total net proceeds of approximately $42,900, after deducting underwriting discounts and commissions of $2,400, and offering costs of approximately $700. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions the Company may undertake in the future, actual results could differ from those estimates and assumptions. Significant items subject to such estimates and assumptions include the valuation of inventory, private warrants, and property and equipment. The Company’s results can also be affected by economic, political, legislative, regulatory, legal actions, and the global volatility and general market disruption resulting from the global outbreak of the novel coronavirus disease (“COVID-19”) and related variants. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries various levels of insurance, the Company could be affected by civil, criminal, environmental, regulatory or administrative actions, claims, or proceedings. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned, majority owned or controlled subsidiaries, collectively referred to as the Company. T he Company consolidates entities in which it holds a controlling financial interest. For voting interest entities, the Company is considered to hold a controlling financial interest when it is able to exercise control over the investees’ operating and financial decisions. At December 31, 2022 and 2021, the Company does not have interests in any entities that would be considered variable interest entities. |
Cash, Cash Equivalents, and Restricted Cash | The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents.The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. |
Restricted Cash | Restricted cash as of December 31, 2022, includes $12,007 related to a master credit agreement with Rabo AgriFinance LLC for a real estate term loan (the “Rabo Loan”), as well as $9,791 in contributions to a project and interest reserve account for AppHarvest Somerset pursuant to a loan agreement entered into in July 2022 with Greater Nevada Credit Union (the “GNCU Loan Agreement”). See Note 10 - Debt for more information on these reserve accounts. Restricted cash as of December 31, 2021, |
Accounts Receivable | The Company’s trade accounts receivable are non-interest bearing and are recorded at the net realizable value. The allowance for doubtful accounts represents the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. |
Warrants | If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As a result of the provisions in the warrant agreement that provide for differences in the mechanics of a cashless exercise dependent upon the characteristics of the warrant holder, and because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provisions preclude the Private Warrants from being classified in equity. Accordingly, the Private Warrants are classified as a liability and remeasured at fair value at each reporting date. Changes in |
Derivative Financial Instruments | Derivative financial instruments are used to manage interest rate risks. The financial instruments used by the Company are straight-forward, non-leveraged instruments. The counterparties to these financial instruments are institutions with strong credit ratings. The Company maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit ratings of these institutions. For all transactions designated as hedges, the hedging relationships are formally documented at the inception and on an ongoing basis in offsetting changes in cash flows of the hedged transaction.The Company records derivative financial instruments on the consolidated balance sheets as either an asset or liability measured at its fair value. Changes in a derivative fair value (i.e. unrealized gains or losses) are recorded each period in earnings unless the derivative qualifies as a hedging instrument. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the consolidated balance sheets as a component of accumulated other comprehensive loss (“AOCL”) and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Loss when the hedged item affects net loss. The ineffective portion of the change in fair value of a hedge, if any, is recognized in net loss immediately. For derivative instruments that are not designated as hedges, the gain or loss related to the change in fair value is also recorded to net loss immediately. |
Capitalization of Interest | The Company capitalizes interest costs on borrowings during the construction period of major construction projects as part of the cost of the constructed assets. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. |
Debt Issuance Costs | Debt issuance costs are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to debt instruments other than lines of credit are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability. Debt issuance costs associated with lines of credit are presented on the consolidated balance sheets as other current or non-current assets. |
Goodwill and Other Acquired Intangible Assets | Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Separate identifiable intangible assets are stated at their historical cost and, for those with definite lives, amortized on a straight-line basis over their expected useful lives. The Company conducts annual impairment tests of goodwill on the first day of the fourth quarter and additional impairment reviews when events and circumstances indicate it is more likely than not that an impairment may have occurred. The Company assesses goodwill for impairment at the consolidated level, which represents its single reporting unit. If the fair value of the reporting unit is less than its carrying amount, the Company would record an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized cannot exceed the amount of goodwill allocated to the reporting unit. Fair value of the Company’s single reporting unit is estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of judgments are involved in the application of the DCF model, including projections of business performance, weighted average cost of capital, and terminal values. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data derived from publicly traded peer group companies. The Company reviews separately identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flow of the intangible assets over the remaining amortization period, if any. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows. |
Inventories | Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Finished goods inventories represent costs associated with boxed produce not yet sold. Growing crop inventories primarily represent the costs associated with growing produce within the Company’s CEA facilities. Materials and supplies primarily represent growing and packaging supplies. Inventory costs are comprised of the purchase and transportation cost plus production labor and overhead. |
Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Expenditures for additions or renewals and improvements are capitalized; expenditures for maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its economic life are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: • Building: 25 years • Leasehold and building improvements: the lesser of the lease term or 4 to 10 years. • Machinery: 5 to 10 years • Equipment: 3 to 10 years Assets held under financing leases are recorded at the net present value of the minimum lease payments, net of incentives provided by the lessor. Depreciation expense for assets held under financing leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. If the related lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise or the lease transfers ownership of |
Impairment | Long-lived tangible assets are assessed for recoverability whenever events or changes in circumstances indicate the carrying amount of a long-lived asset or asset group may not be recoverable. We assess the recoverability of long-lived assets at an individual CEA facility level, which we consider to be the lowest level in the organization for which independent identifiable cash flows are available. Factors that may indicate impairment include persistent negative economic trends affecting the markets we serve, recurring losses or lowered expectations of future cash flows to be generated by our assets, and declines in the market price of our long-lived assets. When necessary, the amount of impairment to be recognized is measured by the amount by which the carrying value exceeds the estimated fair value. |
Leases | The Company determines if an arrangement contains a lease at inception. The right-of-use assets, net and liabilities associated with leases are recognized based on the present value of the future minimum lease payments over the lease term. The Company uses its incremental borrowing rate at the recognition date in determining the present value of future payments for leases that do not have a readily determinable implicit rate. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. For leases that include residual value guarantees or payments for terminating the lease, the Company includes these costs in the lease liability when it is probable such costs will be incurred. Right-of-use assets and obligations for short-term leases (leases with an initial term of 12 months or less) are not recognized on the consolidated balance sheet. Lease expense for short-term leases is recognized on a straight-line basis over the lease term. Variable lease expense, which primarily includes taxes and insurance are expensed as incurred. When contracts contain lease and non-lease components, the Company generally accounts for both components as a single lease component. When the Company enters into a sale-leaseback transaction as a seller-lessee, it applies the requirements in ASC 606 - Revenue from Contracts with Customers by assessing whether a contract exists and whether it satisfies a performance obligation by transferring control of an asset when determining whether the transfer of an asset shall be accounted for as a sale of the asset. If the Company transfers the control of an asset to the buyer-lessor, it accounts for the transfer of the asset as a sale and recognizes a corresponding gain or loss on disposal. The subsequent leaseback of the asset is accounted for in accordance with ASC 842 - Leases |
Income Taxes | The C ompany recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all of the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2022 and 2021, the Company does not have any uncertain tax positions. The Company’s policy is to recognize interest and penalties on uncertain tax positions as income tax expense. |
Retirement Plans | The AppHarvest 401(k) Plan provides for matching contributions. |
Share-Based Compensation | The Company recognizes in its Consolidated Statements of Operations and Comprehensive Loss the grant-date fair value of stock options and restricted stock units (“RSUs”) issued to employees and directors. Stock-based compensation expense related to stock options and time-based RSUs are recognized on a straight-line basis over the associated service period of the award, which is generally the vesting term. Certain restricted stock unit awards are subject to service-, market- and/or performance-based vesting conditions. The performance criteria for performance-based RSUs are evaluated on a quarterly basis and stock-based compensation is recognized when the performance criteria are determined to be probable. The Company recognizes forfeitures as they occur. The Company estimates the fair value of market-based RSUs using a Monte-Carlo simulation model. The Company estimates the fair value of its time-based and performance-based RSUs on the fair value of the Common Stock at the date the terms of the awards are mutually agreed upon between the Company and the holder. The Company estimates the fair value of its stock option awards using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. The expected stock price volatility for the Company is primarily based on the trading history for AppHarvest’s Common Stock. Prior to the Business Combination, the expected stock price volatility was primarily based on the historical volatility of the common stock of publicly traded peer companies. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. The expected term of the stock option awards granted historically was assumed to be the weighted average between the options contract life and the vesting term of the underlying award (based upon the underlying arrangement). The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. |
Net Loss Per Common Share | The Company’s basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of Common Stock outstanding for the period. The diluted net loss per common share is computed by giving effect to all potential Common Stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options to purchase Common Stock, Warrants and RSUs are considered to be Common Stock equivalents but have been excluded from the calculation of diluted net loss per common share as their effect is anti-dilutive. |
Advertising | Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2022 and 2021 was $99 and $382, respectively, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Revenue | The Company recognizes revenue at a point in time and at the amount it expects to be entitled to be paid when its performance obligation is complete, which is generally when control of the Products is transferred to Mastronardi, upon pick-up 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 Mastronardi Agreement. Revenue is also recorded net of rejections for Products that do not meet quality specifications and net of sales and other taxes collected on behalf of governmental authorities. Payment terms are generally 30 days. |
Selling, general and administrative expenses | Selling, general and administrative expenses primarily consist of payroll and payroll related expenses, stock-based compensation, legal and professional costs, rent expense, marketing and advertising, communications, insurance and various other personnel and office related costs. During the years ended December 31, 2022 and December 31, 2021, $2,873 and $1,000 of start-up expenses related to pre-commencement commercial activities at the various CEA facilities were expensed as incurred by the Company and recorded within SG&A in the Consolidated Statements of Operations and Comprehensive Loss. |
New Accounting Pronouncements | No new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the consolidated financial statements . |
Fair Value Measurements | The company categorizes its assets and liabilities into one of three levels based on the assumptions (inputs) used in determining their values, as defined below: • Level 1 : Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 : Unobservable inputs reflecting management’s assumptions about the inputs used in pricing the asset or liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Roll forward of the Goodwill and Definite Lived Intangible Assets | The following is a roll forward of the goodwill and definite-lived intangible assets activity during the year ended December 31, 2021: Goodwill Definite-lived Balance, December 31, 2020 $ — $ — Root AI Acquisition 50,863 9,754 Amortization — (716) Impairment (50,863) (9,038) Balance, December 31, 2021 $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization, Business Combination And Asset Acquisition [Abstract] | |
Schedule of Reconciliation of the elements of the Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statements of stockholders’ equity and cash flows for the year ended December 31, 2021: Recapitalization Transaction Cash - Novus trust and cash, net of redemptions $ 99,896 Cash - PIPE financing 375,000 Non-cash Convertible Note conversion 30,808 Non-cash net liabilities assumed from Novus (2,850) Less: Fair value of assumed common stock Private Warrants (45,565) Less: transaction costs allocated to equity (23,762) Net impact on total stockholders’ equity 433,527 Less: cash payments for transaction costs at Closing Date (2,634) Less: non-cash Convertible Note conversion (30,808) Add: non-cash net liabilities assumed from Novus 2,850 Add: non-cash fair value of assumed common stock Private Warrants 45,565 Net impact on net cash provided by financing activities 448,500 Less: transaction costs included in net cash used in operating activities (a) (13,261) Total net increase in cash and cash equivalents on Closing Date $ 435,239 (a) Including transaction costs in the amount of $2,887 allocated to the Private Warrants. |
Schedule of Total Consideration, Net of Cash Acquired | Total consideration, net of cash acquired, was as follows: Common Stock issued (2,329 shares at approximately $21.00 per share) $ 48,991 Stock options issued to replace unvested Root AI stock options 361 Total equity 49,352 Cash consideration paid for the settlement of vested Root AI stock options 230 Cash consideration paid to Root AI shareholders 9,512 Cash consideration paid to reimburse Root AI for seller transaction costs incurred 150 Cash acquired (136) Net cash 9,756 Total consideration $ 59,108 |
Summary of Preliminary Purchase Price Allocation for Root AI | The purchase price allocation for the Root AI Acquisition was as follows: Goodwill $ 50,863 Intangible assets (technology and intellectual property) 9,754 Deferred taxes (1,420) Net operating assets and liabilities (89) Net assets acquired $ 59,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Interest rate swap Other assets, net — 8,788 — 8,788 Total assets $ — $ 8,788 $ — $ 8,788 Liabilities: Private Warrants Private Warrant liabilities — 119 — 119 Total liabilities $ — $ 119 $ — $ 119 Fair Value as of December 31, 2021 Balance Sheet Account Level 1 Level 2 Level 3 Total Assets: Foreign currency contracts Other assets, net $ — $ 14 $ — $ 14 Total assets $ — $ 14 $ — $ 14 Liabilities: Foreign currency contracts Other current liabilities $ — $ 63 $ — $ 63 Interest rate swap Other liabilities — 1,657 — 1,657 Private Warrants Private Warrant liabilities — 1,385 — 1,385 Total liabilities $ — $ 3,105 $ — $ 3,105 |
Fair Value Measurement Inputs and Valuation Techniques | The Private Warrant liabilities are determined using a Black-Scholes option pricing model, a Level 2 valuation. The significant inputs to the Private Warrant valuation are as follows: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 0.57 $ 3.89 Volatility 114.0 % 54.0 % Remaining term in years 3.08 4.08 Risk-free rate 4.22 % 1.12 % Dividend yield — — |
Summary of Private Warrant Activity | The following table summarizes the private warrant activity for the year ended December 31, 2022: Fair value of Private Warrants outstanding as of 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 Fair value of Private Warrants converted to Public Warrants (51) Change in fair value of Private Warrants (344) Fair value of Private Warrants outstanding as of December 31, 2022 $ 119 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | December 31, 2022 December 31, 2021 Raw materials $ 6,191 $ 1,314 Growing crops 11,546 3,684 Finished goods 341 — Total inventories, net $ 18,078 $ 4,998 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and equipment at cost and accumulated depreciation are as follows: December 31, 2022 December 31, 2021 Land $ 29,877 $ 32,395 Buildings (1) 215,420 79,450 Machinery and equipment (2) 114,407 49,418 Construction in progress (3) 116,544 186,848 Leasehold improvements 4,688 4,740 Less: accumulated depreciation (24,758) (8,938) Total property and equipment, net $ 456,178 $ 343,913 ______________________________ Amounts at December 31, 2022 related to our Berea failed sale-leaseback: (1) $53,976, (2) $52,267, (3) $6,998. S ee Note 11 - Commitments and Contingencies. |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | December 31, 2022 December 31, 2021 Utility deposits $ 6,246 $ 7,479 Investment in unconsolidated entity 5,000 5,000 Prepayments for fixed assets 1,284 2,888 Interest rate swap 8,788 — Other assets 1,094 1,277 Total other assets $ 22,412 $ 16,644 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | December 31, 2022 December 31, 2021 Payroll and related $ 5,314 $ 2,768 Professional service fees 983 1,944 Construction costs 9,201 8,467 Other accrued liabilities 1,479 600 Utilities 2,746 1,461 Inventory 2,273 554 Total accrued expenses $ 21,996 $ 15,794 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of the carrying value of the debt is as follows: December 31, 2022 December 31, 2021 Rabo Loan $ 71,250 $ 75,000 Construction Loan 66,252 31,944 GNCU Loan 50,000 — JPM Loan — 24,335 Unamortized debt issuance costs (3,280) (622) Debt, net of issuance costs 184,222 130,657 Less current portion (3,685) (28,020) Long term, net $ 180,537 $ 102,637 |
Schedule of Maturities of Long-term Debt | The principal requirements of debt maturing in the next five years are: 2023 2024 2025 2026 2027 Debt maturities by year $ 3,750 $ 70,002 $ 4,792 $ 6,250 $ 6,250 Remaining future cash payments related to the financing liability for the next five years ending December 31, and in the aggregate thereafter are as follows: 2023 $ — 2024 — 2025 9,669 2026 9,910 2027 10,158 Thereafter 54,729 Total Minimum Liability Payments $ 84,466 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Liability by Maturity | The future minimum rental payments required under the leases for each year of the next five years ending December 31, and in the aggregate thereafter are as follows: Operating 2023 $ 679 2024 613 2025 701 2026 707 2027 591 2028 and thereafter 621 Total minimum payments required 3,911 Less: imputed interest costs (1) (770) Present value of net minimum lease payments (2) $ 3,141 Weighted-average imputed interest rate 7.22 % Weighted-average remaining lease term 5.7 ___________________________________________ (1) Represents the amount necessary to reduce net minimum lease payments to present value using actual rate in the lease agreement or the Company’s incremental borrowing rate at lease inception. |
Summary of Lease Cost | Supplemental Consolidated Statement of Cash Flow information is as follows for the years ended December 31: 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,141 $ 552 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 1,220 $ 3,989 Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities $ (3,031) $ — |
Schedule of Finance Liability, Fiscal Year Maturity | The principal requirements of debt maturing in the next five years are: 2023 2024 2025 2026 2027 Debt maturities by year $ 3,750 $ 70,002 $ 4,792 $ 6,250 $ 6,250 Remaining future cash payments related to the financing liability for the next five years ending December 31, and in the aggregate thereafter are as follows: 2023 $ — 2024 — 2025 9,669 2026 9,910 2027 10,158 Thereafter 54,729 Total Minimum Liability Payments $ 84,466 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary 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: Year Ended December 31, 2022 Year Ended December 31, 2021 Before Tax Tax (Expense) After Tax Before Tax Tax (Expense) After Tax Foreign Currency $ 294 $ — $ 294 $ (294) $ — $ (294) Interest Rate Swap 10,445 — 10,445 (1,657) — (1,657) Total AOCI/AOCL $ 10,739 $ — $ 10,739 $ (1,951) $ — $ (1,951) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used | The Company uses the Black-Scholes option-pricing model to calculate the fair value of the options granted. The grant date fair value was based on the following weighted average assumptions used within the Black-Scholes option pricing model for the year ended December 31, 2022 and 2021: 2022 2021 Expected term 6.25 5.80 Risk-free interest rate 3.40 % 0.41 % Expected volatility 64.57 % 49.45 % Expected dividend yield — % — % |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2022 and December 31, 2021: Options Shares Weighted average exercise Average remaining Aggregate Intrinsic Value Outstanding at December 31, 2020 2,978 $ 0.33 8.71 Granted 48 0.56 Exercised (135) 0.32 $ 751 Forfeited or expired (83) 0.58 Outstanding at December 31, 2021 2,808 $ 0.33 7.79 $ 10,002 Exercisable, December 31, 2021 1,996 0.30 7.60 $ 7,165 Granted 508 3.19 Exercised (1,183) 0.26 $ 3,679 Forfeited or expired (278) 2.76 Outstanding at December 31, 2022 1,855 0.80 6.39 $ 284 Exercisable, December 31, 2022 1,368 0.50 5.60 $ 260 |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity for the year ended December 31, 2022 and December 31, 2021: RSUs Units Weighted average grant Outstanding at December 31, 2020 2,545 $ 9.07 Granted 6,568 14.74 Vested (955) 10.29 Forfeited or cancelled (1,793) 12.21 Outstanding at December 31, 2021 6,365 $ 13.68 Granted 1,031 3.83 Vested (2,000) 14.02 Forfeited or cancelled (1,345) 11.97 Unvested at December 31, 2022 4,052 $ 12.11 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Income Tax Expense | Deferred income tax expense for the years ended December 31, 2022 and 2021 consisted of the following components: 2022 2021 Deferred income tax expense: Federal $ 1,076 $ 920 State 1,432 69 Total deferred income tax expense 2,507 989 Income tax expense $ 2,507 $ 989 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory income tax with the provision for income taxes are as follows for the years ended December 31: December 31, 2022 2021 Statutory tax rate $ (36,570) 21.0 % $ (34,691) 21.0 % State tax - deferred, net of federal impact (6,241) 3.6 % (4,940) 3.0 % Permanent items 6,282 (3.6) % 10,268 (6.2) % Change in valuation allowance 39,462 (22.6) % 30,349 (18.4) % Other (426) 0.2 % 3 — % Total taxes $ 2,507 (1.4) % $ 989 (0.6) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 56,441 $ 29,340 Stock-based compensation 1,775 3,170 Lease liabilities and holdback 3,396 1,521 Financing obligation 27,177 — Other 6,180 2,933 $ 94,968 $ 36,963 Valuation allowance (72,432) (35,792) $ 22,536 $ 1,171 Deferred tax liabilities: Property, plant and equipment $ (24,472) $ (2,250) Interest rate swap (2,301) — Operating lease right-of-use assets (688) (1,339) (27,461) (3,589) Net deferred tax liabilities $ (4,925) $ (2,418) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 for the periods presented: December 31, Anti-dilutive common share equivalents: 2022 2021 Stock options 1,855 2,808 Restricted stock units 4,052 6,325 Warrants 13,242 13,242 Total anti-dilutive common share equivalents 19,149 22,375 |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per common share is calculated as follows: Year Ended December 31, 2022 2021 Numerator: Net loss $ (176,646) $ (166,186) Denominator: Weighted-average common shares outstanding, basic and diluted 104,763 95,571 Net loss per common share, basic and diluted $ (1.69) $ (1.74) |
Description of Business - Narra
Description of Business - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 29, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) a farm $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 23, 2022 a | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | a | 165 | |||
Number of facilities operational | farm | 4 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Exchange ratio | 2.1504 | |||
Number of shares issued (in shares) | shares | 37,500 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Aggregate purchase price in private placement | $ 375 | |||
Capital stock, shares authorized (in shares) | shares | 760,000 | |||
Common stock, shares authorized (in shares) | shares | 750,000 | 750,000,000 | 750,000,000 | |
Preferred stock, shares authorized (in shares) | shares | 10,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Increase in cash and cash equivalents as a result of the Business combination | $ 475 | $ 435,239 | ||
Gross proceeds from the PIPE | $ 375 | 375,000 | ||
Net loss | $ (176,646) | (166,186) | ||
Net cash used in operating activities | (86,129) | (103,924) | ||
Cash and cash equivalents | 54,334 | 150,755 | ||
Accumulated deficit | $ 363,960 | $ 187,314 | ||
Morehead, Kentucky | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | a | 60 | |||
Berea, Kentucky | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | a | 15 | 40 | ||
Somerset, Kentucky | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | a | 30 | |||
Richmond, Kentucky | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Area of land | a | 60 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Mar. 28, 2019 | Dec. 31, 2022 USD ($) day $ / shares shares | Dec. 31, 2021 USD ($) | Sep. 27, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Interest costs capitalized | 10,422,000 | 2,260,000 | ||
Plan incurred cost | 851,000 | 762,000 | ||
Advertising expense | 99,000 | 382,000 | ||
Term of contract | 10 years | |||
Selling, general and administrative expenses | 81,266,000 | 107,245,000 | ||
Morehead, Kentucky | ||||
Class of Warrant or Right [Line Items] | ||||
Selling, general and administrative expenses | $ 2,873,000 | $ 1,000,000 | ||
Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 13,242,000 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Warrants | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called by each warrant (in shares) | shares | 1 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 1,051,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | shares | 12,191,000 | |||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||
Minimum notice of redemption, term | 30 days | |||
Common stock price threshold which triggers warrant redemption (in dollars per share) | $ / shares | $ 18 | |||
Consecutive trading days threshold (in days) | day | 20 | |||
Trading day threshold (in days) | day | 30 | |||
Secured Debt | Rabo Loan | ||||
Class of Warrant or Right [Line Items] | ||||
Restricted cash | $ 12,007,000 | |||
Construction Loans | GNCU Loan | ||||
Class of Warrant or Right [Line Items] | ||||
Restricted cash | $ 9,791,000 | |||
Revolving Credit Facility | Line of Credit | ||||
Class of Warrant or Right [Line Items] | ||||
Collateral percentage | 105% | 105% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Goodwill and Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Goodwill, beginning balance | $ 0 | $ 0 |
Root AI Acquisition | 50,863 | |
Impairment | (50,863) | |
Goodwill, ending balance | 0 | |
Intangible Assets | ||
Intangible assets, beginning balance | $ 0 | 0 |
Root AI Acquisition | 9,754 | |
Amortization | (716) | |
Impairment | (9,038) | |
Intangible assets, ending balance | $ 0 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and other intangible asset impairment |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 25 years |
Leasehold and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 4 years |
Leasehold and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Machinery | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 5 years |
Machinery | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives (in years) | 10 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Root AI | SG&A | |
Schedule of Reverse Recapitalization [Line Items] | |
Transaction cost | $ 1,032 |
Business Combinations - Reconci
Business Combinations - Reconciliation of the Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reverse Recapitalization [Line Items] | |||
Cash - Novus trust and cash, net of redemptions | $ 99,896 | ||
Cash - PIPE financing | $ 375 | 375,000 | |
Non-cash Convertible Note conversion | 30,808 | ||
Non-cash net liabilities assumed from Novus | (2,850) | ||
Less: Fair value of assumed common stock Private Warrants | (45,565) | ||
Less: transaction costs allocated to equity | (23,762) | ||
Net impact on total stockholders’ equity | 433,527 | ||
Less: cash payments for transaction costs at Closing Date | (2,634) | ||
Less: non-cash Convertible Note conversion | (30,808) | ||
Add: non-cash net liabilities assumed from Novus | 2,850 | ||
Add: non-cash fair value of assumed common stock Private Warrants | 45,565 | ||
Proceeds from Business Combination and PIPE Shares, net | $ 0 | 448,500 | |
Less: transaction costs included in net cash used in operating activities | (13,261) | ||
Total net increase in cash and cash equivalents on Closing Date | $ 475 | 435,239 | |
Private Warrants | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Transaction costs recognized as operating expense | $ 2,887 |
Business Combinations - Total C
Business Combinations - Total Consideration, Net of Cash Acquired (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Apr. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Net cash | $ 0 | $ 9,756 | |
Root AI | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common Stock issued (2,329 shares at approximately $21.00 per share) | $ 48,991 | ||
Stock options issued to replace unvested Root AI stock options | 361 | ||
Total equity | 49,352 | ||
Cash consideration paid for the settlement of vested Root AI stock options | 230 | ||
Cash consideration paid to Root AI shareholders | 9,512 | ||
Cash consideration paid to reimburse Root AI for seller transaction costs incurred | 150 | ||
Cash acquired | (136) | ||
Net cash | 9,756 | ||
Total consideration | $ 59,108 | ||
Shares issued to acquire business (in shares) | 2,329 | ||
Business acquisition, share price (in dollars per share) | $ 21 |
Business Combinations - Prelimi
Business Combinations - Preliminary Purchase Price Allocation for Root AI (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 07, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 0 | |
Root AI | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 50,863 | ||
Intangible assets (technology and intellectual property) | 9,754 | ||
Deferred taxes | (1,420) | ||
Net operating assets and liabilities | (89) | ||
Net assets acquired | $ 59,108 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, incurred cost | $ 10,050,000 | $ 0 |
Impairment of long-lived assets | 1,070,000 | $ 0 |
Restructuring liabilities | $ 188,000 | |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative expenses | |
Severance and other benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, incurred cost | $ 8,869,000 | |
Legal and other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, incurred cost | $ 1,181,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||||
Private Warrants | $ 119 | $ 514 | $ 541 | $ 1,610 | $ 1,385 |
Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 8,788 | 14 | |||
Liabilities: | |||||
Private Warrants | 119 | 1,385 | |||
Total liabilities | 119 | 3,105 | |||
Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Derivative asset | 14 | ||||
Liabilities: | |||||
Derivative liability | 63 | ||||
Fair Value, Recurring | Interest rate swap | |||||
Assets: | |||||
Derivative asset | 8,788 | ||||
Liabilities: | |||||
Derivative liability | 1,657 | ||||
Level 1 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 0 | 0 | |||
Liabilities: | |||||
Private Warrants | 0 | 0 | |||
Total liabilities | 0 | 0 | |||
Level 1 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Derivative asset | 0 | ||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 1 | Fair Value, Recurring | Interest rate swap | |||||
Assets: | |||||
Derivative asset | 0 | ||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 2 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 8,788 | 14 | |||
Liabilities: | |||||
Private Warrants | 119 | 1,385 | |||
Total liabilities | 119 | 3,105 | |||
Level 2 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Derivative asset | 14 | ||||
Liabilities: | |||||
Derivative liability | 63 | ||||
Level 2 | Fair Value, Recurring | Interest rate swap | |||||
Assets: | |||||
Derivative asset | 8,788 | ||||
Liabilities: | |||||
Derivative liability | 1,657 | ||||
Level 3 | Fair Value, Recurring | |||||
Assets: | |||||
Total assets | 0 | 0 | |||
Liabilities: | |||||
Private Warrants | 0 | 0 | |||
Total liabilities | 0 | 0 | |||
Level 3 | Fair Value, Recurring | Foreign currency contracts | |||||
Assets: | |||||
Derivative asset | 0 | ||||
Liabilities: | |||||
Derivative liability | 0 | ||||
Level 3 | Fair Value, Recurring | Interest rate swap | |||||
Assets: | |||||
Derivative asset | $ 0 | ||||
Liabilities: | |||||
Derivative liability | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
GNCU Loan | Construction Loans | |
Class of Warrant or Right [Line Items] | |
Debt instrument, fair value | $ 43,522 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs to the Private Warrant Valuation (Details) | Dec. 31, 2022 $ / shares yr | Dec. 31, 2021 yr $ / shares |
Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 11.50 | 11.50 |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.57 | 3.89 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1.140 | 0.540 |
Remaining term in years | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | yr | 3.08 | 4.08 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.0422 | 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 | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) In Fair Value Of Warrants [Roll Forward] | ||||||
Fair value of Private Warrants, beginning | $ 514 | $ 541 | $ 1,610 | $ 1,385 | $ 1,385 | |
Fair value of Private Warrants converted to Public Warrants | (51) | 0 | 0 | (1,104) | (51) | |
Change in fair value of Private Warrants | (344) | (27) | (1,069) | 1,329 | (111) | $ (35,047) |
Fair value of Private Warrants, ending | $ 119 | $ 514 | $ 541 | $ 1,610 | $ 119 | $ 1,385 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,191 | $ 1,314 |
Growing crops | 11,546 | 3,684 |
Finished goods | 341 | 0 |
Total inventories, net | $ 18,078 | $ 4,998 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (24,758) | $ (8,938) |
Property and equipment, net | 456,178 | 343,913 |
Berea, Kentucky | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 109,351 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,877 | 32,395 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 215,420 | 79,450 |
Buildings | Berea, Kentucky | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 53,976 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 114,407 | 49,418 |
Machinery and equipment | Berea, Kentucky | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 52,267 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 116,544 | 186,848 |
Construction in progress | Berea, Kentucky | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,998 | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,688 | $ 4,740 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 16,110 | $ 9,573 | |
Purchase price of Morehead CEA facility | $ 125,000 | ||
Fixed asset impairment | 50,101 | 0 | |
Impairment of long-lived assets | $ 1,070 | $ 0 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Utility deposits | $ 6,246 | $ 7,479 |
Investment in unconsolidated entity | 5,000 | 5,000 |
Prepayments for fixed assets | 1,284 | 2,888 |
Interest rate swap | 8,788 | 0 |
Other assets | 1,094 | 1,277 |
Total other assets | $ 22,412 | $ 16,644 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and related | $ 5,314 | $ 2,768 |
Professional service fees | 983 | 1,944 |
Construction costs | 9,201 | 8,467 |
Other accrued liabilities | 1,479 | 600 |
Utilities | 2,746 | 1,461 |
Inventory | 2,273 | 554 |
Total accrued expenses | $ 21,996 | $ 15,794 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jul. 29, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Net of debt issuance costs | $ (3,280) | $ (622) | |
Debt, net of issuance costs | 184,222 | 130,657 | |
Less current portion | (3,685) | (28,020) | |
Long term, net | 180,537 | 102,637 | |
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 24,335 | |
Rabo Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 71,250 | 75,000 | |
Net of debt issuance costs | (656) | ||
Construction Loan | Construction Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 66,252 | 31,944 | |
Net of debt issuance costs | (382) | ||
GNCU Loan | Construction Loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 50,000 | $ 45,700 | $ 0 |
Net of debt issuance costs | $ (2,561) |
Debt - Principal Requirements o
Debt - Principal Requirements of Debt Maturing (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 3,750 |
2024 | 70,002 |
2025 | 4,792 |
2026 | 6,250 |
2027 | $ 6,250 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 29, 2022 USD ($) | Dec. 21, 2022 USD ($) | Jul. 29, 2022 USD ($) installment | Sep. 27, 2021 USD ($) | Jul. 23, 2021 USD ($) | Jun. 21, 2021 | Jun. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) | Oct. 24, 2022 USD ($) | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs | $ 3,280,000 | $ 622,000 | |||||||||
Restricted cash | 24,198,000 | $ 25,556,000 | |||||||||
Interest rate swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, fixed interest rate | 1.602% | ||||||||||
Derivative, term of contract | 20 years | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed interest rate | 2.375% | ||||||||||
Long-term debt, gross | 0 | $ 24,335,000 | |||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 50,000,000 | |||||||||
Borrowing amount | $ 24,335,000 | ||||||||||
Collateral percentage | 105% | 105% | |||||||||
Line of Credit | LIBOR | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.25% | ||||||||||
Note And Loan Agreement | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 30,000,000 | ||||||||||
Rabo Loan | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 75,000,000 | ||||||||||
Debt instrument, amount contributed to reserve account | $ 10,000,000 | $ 2,000,000 | |||||||||
Long-term debt, gross | 71,250,000 | $ 75,000,000 | |||||||||
Debt issuance costs | $ 656,000 | ||||||||||
Rabo Loan | Secured Debt | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.50% | ||||||||||
Rabo Loan | Secured Debt | Interest rate swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.102% | ||||||||||
Construction Loan | Construction Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 91,000,000 | ||||||||||
Fixed interest rate | 8% | ||||||||||
Long-term debt, gross | $ 66,252,000 | 31,944,000 | |||||||||
Debt issuance costs | 382,000 | ||||||||||
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 | ||||||||||
Proceeds of transaction | $ 22,500,000 | ||||||||||
Reduced principle balance | $ 66,300,000 | ||||||||||
Construction Loan | Construction Loans | On or prior to December 31, 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 81,000,000 | ||||||||||
Construction Loan | Construction Loans | On or prior to March 31, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | 76,000,000 | ||||||||||
GNCU Loan | Construction Loans | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 50,000,000 | ||||||||||
Initial 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, amount contributed to reserve account | $ 3,250,000 | ||||||||||
Debt instrument, interest rate | 4.75% | ||||||||||
Long-term debt, gross | $ 45,700,000 | $ 50,000,000 | $ 0 | ||||||||
Debt issuance costs | 2,561,000 | ||||||||||
Debt instrument, amount contributed to project amount | $ 19,084,000 | ||||||||||
GNCU Loan | Construction Loans | 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) | 12 Months Ended | ||||||||
Dec. 27, 2022 USD ($) renewal_options | Dec. 23, 2022 USD ($) a | Dec. 13, 2021 claim | Sep. 24, 2021 lawsuit | Dec. 31, 2022 USD ($) a | Dec. 31, 2021 USD ($) | Feb. 28, 2023 USD ($) | Mar. 01, 2021 USD ($) | May 12, 2020 USD ($) | |
Long-term Purchase Commitment [Line Items] | |||||||||
Interests acquired | 100% | ||||||||
Financing obligation related to construction in progress assets | $ 66,504,000 | ||||||||
Finance lease liability | $ 58,496,000 | ||||||||
Operating lease expense | $ 868,000 | $ 1,485,000 | |||||||
Short-term lease cost | 1,154,000 | 940,000 | |||||||
Variable lease cost | $ 0 | 0 | |||||||
Area of land | a | 165 | ||||||||
Advanced lease payments | $ 19,055,000 | ||||||||
Term of contract | 10 years | ||||||||
Number of renewal options | renewal_options | 4 | ||||||||
Renewal term | 5 years | ||||||||
Annual rent expense | $ 9,500,000 | ||||||||
Increase in annual rent percentage | 2.50% | ||||||||
Facility and long-lived assets within | $ 456,178,000 | 343,913,000 | |||||||
Net carrying value | 103,787,000 | 0 | |||||||
Debt issuance costs | $ 3,280,000 | 622,000 | |||||||
Prepaid rental period | 2 years | ||||||||
Purchase commitments | $ 0 | ||||||||
Purchase commitments to be realized in the next twelve months | $ 915,000 | ||||||||
Loss contingency, new claims filed, number | 2 | 2 | |||||||
Mechanics lien | Subsequent Event | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Mechanics lien | $ 14,000,000 | ||||||||
Financing Transaction | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Interest expense | 0 | ||||||||
Financing Transaction | Secured Debt | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Net carrying value | 103,787,000 | ||||||||
Debt issuance costs | $ 1,288,000 | ||||||||
Berea, Kentucky | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Area of land | a | 40 | 15 | |||||||
Sale and leaseback transaction sale price | $ 125,000,000 | ||||||||
Facility and long-lived assets within | $ 109,351,000 | ||||||||
Affiliated Entity | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Principal amount | $ 2,000 | ||||||||
Interest rate | 9.50% |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating leases | ||
2023 | $ 679 | |
2024 | 613 | |
2025 | 701 | |
2026 | 707 | |
2027 | 591 | |
2028 and thereafter | 621 | |
Total minimum payments required | 3,911 | |
Less: imputed interest costs | (770) | |
Present value of net minimum lease payments | $ 3,141 | |
Weighted-average imputed interest rate | 7.22% | |
Weighted-average remaining lease term | 5 years 8 months 12 days | |
Current portion of lease liabilities | $ 514 | $ 751 |
Lease liabilities, net of current portion | 2,628 | 4,938 |
Cash paid for amounts included in the measurement of operating lease liabilities | 1,141 | 552 |
Operating lease right-of-use assets and liabilities | 1,220 | 3,989 |
Operating lease right-of-use assets surrendered with the early termination of operating lease liabilities | $ (3,031) | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Financing Transaction, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long-term Purchase Commitment [Line Items] | ||
2023 | $ 3,750 | |
2024 | 70,002 | |
2025 | 4,792 | |
2026 | 6,250 | |
2027 | 6,250 | |
Total Minimum Liability Payments | 180,537 | $ 102,637 |
Financing Transaction | Secured Debt | ||
Long-term Purchase Commitment [Line Items] | ||
2023 | 0 | |
2024 | 0 | |
2025 | 9,669 | |
2026 | 9,910 | |
2027 | 10,158 | |
Thereafter | 54,729 | |
Total Minimum Liability Payments | $ 84,466 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amortization expense related to foreign currency hedge contracts | $ 244 | $ 504 |
Income tax expense (benefit) | 2,822 | (521) |
Accumulated Other Comprehensive (Loss)/Gain | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Income tax expense (benefit) | 0 | 0 |
AOCI balance | 10,739 | (1,951) |
AOCL balance | 10,739 | (1,951) |
Foreign currency contracts | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative collateral | 140 | 3,710 |
Derivative liability | $ 0 | $ 49 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Before and After Tax Amounts for the Various Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Tax (Expense) Benefit | $ (2,822) | $ 521 |
Accumulated Other Comprehensive (Loss)/Gain | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | 10,739 | (1,951) |
Tax (Expense) Benefit | 0 | 0 |
After Tax | 10,739 | (1,951) |
Foreign currency contracts | Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | 294 | (294) |
Tax (Expense) Benefit | 0 | 0 |
After Tax | 294 | (294) |
Interest rate swap | Cash Flow Hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Before Tax | 10,445 | (1,657) |
Tax (Expense) Benefit | 0 | 0 |
After Tax | $ 10,445 | $ (1,657) |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 29, 2021 | Jan. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted in period (in shares) | 508,000 | 48,000 | ||
Stock-based compensation expense | $ 26,918 | $ 40,910 | ||
Unrecognized stock-based compensation expense for stock options | $ 440 | |||
Weighted average grant date fair value of options granted (in dollars per share) | $ 0.80 | $ 17.74 | ||
SG&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 26,252 | $ 39,030 | ||
COGS | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 666 | $ 1,880 | ||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 1,031,000 | 6,568,000 | ||
Stock-based compensation expense | $ 17,788 | $ 25,273 | ||
Award vesting period | 48 months | |||
Unrecognized stock-based compensation expense | $ 11,847 | |||
Period for recognition | 7 months 6 days | |||
Restricted stock units | Vesting Condition One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25% | |||
Restricted stock units | Vesting Condition Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 36 months | |||
Award vesting interval | 3 months | |||
Restricted stock units | SG&A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 8,646 | 15,168 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 385 | $ 236 | ||
Award expiration period | 10 years | |||
Period for recognition | 6 years 4 months 17 days | |||
Incentive Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 48 months | |||
Award expiration period | 10 years | |||
Incentive Stock Option | Initial vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25% | |||
Incentive Stock Option | Subsequent vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 36 months | |||
Nonqualified Stock Option | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 10 months | |||
Nonqualified Stock Option | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 30 months | |||
The 2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 10,027,000 | |||
Shares granted (in shares) | 1,539,000 | 6,589,000 | ||
Options granted in period (in shares) | 508,000 | 48,000 | ||
The 2021 Plan | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 1,031,000 | 6,541,000 | ||
The 2021 Plan | Restricted stock units | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 2,937,000 | |||
The 2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 3,053,000 | |||
Share-based compensation expense | $ 2,616 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions Used for Awards (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 3 months | 5 years 9 months 18 days |
Risk-free interest rate | 3.40% | 0.41% |
Expected volatility | 64.57% | 49.45% |
Expected dividend yield | 0% | 0% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Beginning balance (in shares) | 2,808 | 2,978 | |
Granted (in shares) | 508 | 48 | |
Exercised (in shares) | (1,183) | (135) | |
Forfeited or expired (in shares) | (278) | (83) | |
Ending balance (in shares) | 1,855 | 2,808 | 2,978 |
Exercisable (in shares) | 1,368 | 1,996 | |
Weighted average exercise price | |||
Beginning balance (in dollars per share) | $ 0.33 | $ 0.33 | |
Granted (in dollars per share) | 3.19 | 0.56 | |
Exercised (in dollars per share) | 0.26 | 0.32 | |
Forfeited or expired (in dollars per share) | 2.76 | 0.58 | |
Ending balance (in dollars per share) | 0.80 | 0.33 | $ 0.33 |
Exercisable (in dollars per share) | $ 0.50 | $ 0.30 | |
Weighted average remaining contractual term (in years) | 6 years 4 months 20 days | 7 years 9 months 14 days | 8 years 8 months 15 days |
Weighted average remaining contractual term, exercisable (in years) | 5 years 7 months 6 days | 7 years 7 months 6 days | |
Exercised intrinsic value (in dollars per share) | $ 3,679 | $ 751 | |
Outstanding, intrinsic value (in dollars per share) | 284 | 10,002 | |
Exercisable intrinsic value (in dollars per share) | $ 260 | $ 7,165 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Unit Activity (Details) - Restricted stock units - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Units | ||
Beginning balance (in shares) | 6,365 | 2,545 |
Granted (in shares) | 1,031 | 6,568 |
Vested (in shares) | (2,000) | (955) |
Forfeited or cancelled (in shares) | (1,345) | (1,793) |
Ending balance (in shares) | 4,052 | 6,365 |
Weighted average grant date fair value | ||
Beginning balance (in dollars per share) | $ 13.68 | $ 9.07 |
Granted (in dollars per share) | 3.83 | 14.74 |
Vested (in dollars per share) | 14.02 | 10.29 |
Forfeited (in dollars per share) | 11.97 | 12.21 |
Ending balance (in dollars per share) | $ 12.11 | $ 13.68 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred income tax expense: | ||
Federal | $ 1,076 | $ 920 |
State | 1,432 | 69 |
Total deferred income tax expense | 2,507 | 989 |
Income tax expense | $ 2,507 | $ 989 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Statutory tax rate | $ (36,570) | $ (34,691) |
State tax - deferred, net of federal impact | (6,241) | (4,940) |
Permanent items | 6,282 | 10,268 |
Change in valuation allowance | 39,462 | 30,349 |
Other | (426) | 3 |
Income tax expense | $ 2,507 | $ 989 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory tax rate | 21% | 21% |
State tax - deferred, net of federal impact | 3.60% | 3% |
Permanent items | (3.60%) | (6.20%) |
Change in valuation allowance | (22.60%) | (18.40%) |
Other | 0.20% | 0% |
Total taxes | (1.40%) | (0.60%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) Components (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 56,441 | $ 29,340 |
Stock-based compensation | 1,775 | 3,170 |
Lease liabilities and holdback | 3,396 | 1,521 |
Financing obligation | 27,177 | 0 |
Other | 6,180 | 2,933 |
Deferred tax assets | 94,968 | 36,963 |
Valuation allowance | (72,432) | (35,792) |
Total deferred tax assets | 22,536 | 1,171 |
Deferred tax liabilities: | ||
Property, plant and equipment | (24,472) | (2,250) |
Interest rate swap | (2,301) | 0 |
Operating lease right-of-use assets | (688) | (1,339) |
Total deferred tax liabilities | (27,461) | (3,589) |
Net deferred tax liabilities | $ (4,925) | $ (2,418) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred income tax benefit | $ 2,507,000 | $ 989,000 |
Valuation allowance, increased | 36,640,000 | |
Uncertain tax positions | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 224,198,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 223,712,000 |
Shareholders' Equity - Antidilu
Shareholders' Equity - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 19,149 | 22,375 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 1,855 | 2,808 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents (in shares) | 4,052 | 6,325 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Net loss | $ (176,646) | $ (166,186) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted-average common shares outstanding, basic (in shares) | 104,763 | 95,571 |
Weighted-average common shares outstanding, diluted (in shares) | 104,763 | 95,571 |
Net loss per common share, basic (in dollars per share) | $ (1.69) | $ (1.74) |
Net loss per common share, diluted (in dollars per share) | $ (1.69) | $ (1.74) |
Shareholders' Equity - At the M
Shareholders' Equity - At the Market Offering (Details) - USD ($) | 12 Months Ended | ||||
Aug. 03, 2022 | Dec. 15, 2021 | Jan. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate shares of common stock sold (in shares) | 37,500 | ||||
Gross proceeds | $ 375,000 | $ 375,000,000 | |||
At The Market Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock purchase agreement, maximum consideration to be received | $ 300,000 | ||||
Gross proceeds | $ 2,416,000 | ||||
Net proceeds from PIPE | 2,343,000 | ||||
Deferred equity issuance costs | 63,000 | ||||
Remaining proceeds to be received | 97,584,000 | ||||
B. Riley Principal Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds | 10,117,000 | ||||
Deferred equity issuance costs | $ 587,000 | ||||
Common Stock | At The Market Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate shares of common stock sold (in shares) | 1,018,000 | ||||
Common Stock | B. Riley Principal Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock purchase agreement, maximum consideration to be received | $ 100,000 | $ 100,000,000 | |||
Commission rate | 3% | ||||
Aggregate shares of common stock sold (in shares) | 3,510,000 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Purchase Agreement (Details) - USD ($) | 12 Months Ended | ||||
Aug. 03, 2022 | Dec. 15, 2021 | Jan. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate shares of common stock sold (in shares) | 37,500 | ||||
Gross proceeds | $ 375,000 | $ 375,000,000 | |||
B. Riley Principal Capital | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Fees incurred | $ 456,000 | ||||
Gross proceeds | 10,117,000 | ||||
Deferred equity issuance costs | $ 587,000 | ||||
Common stock reserved for the purchase agreement (in shares) | 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 | $ 100,000,000 | |||
Common stock purchase agreement, maximum shares to be issued | 20,143,000 | ||||
Common stock purchase agreement term | 24 months | ||||
Aggregate shares of common stock sold (in shares) | 3,510,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Feb. 14, 2023 | Feb. 09, 2023 | Jan. 29, 2021 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Number of shares issued (in shares) | 37,500 | |||
Share price (in dollars per share) | $ 10 | |||
Net proceeds | $ 375 | |||
Dalsem | ||||
Subsequent Event [Line Items] | ||||
Fees incurred | $ 456 | |||
Subsequent Event | Follow-On Equity Offering | ||||
Subsequent Event [Line Items] | ||||
Net proceeds | $ 42,900 | |||
Fees incurred | 700 | |||
Subsequent Event | Follow-On Equity Offering | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued (in shares) | 40,000,000 | |||
Share price (in dollars per share) | $ 1 | |||
Subsequent Event | Over-Allotment Option | ||||
Subsequent Event [Line Items] | ||||
Purchase period | 30 days | |||
Fees incurred | $ 2,400 | |||
Subsequent Event | Over-Allotment Option | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued (in shares) | 6,000,000 |