Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Local Bounti Corporation/DE |
Entity Central Index Key | 0001840780 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 22,703 | $ 96,661 | $ 45 |
Restricted cash and cash equivalents | 18,583 | 4,416 | 0 |
Accounts receivable, net | 2,248 | 110 | 11 |
Accounts receivable - related party | 8 | 322 | |
Inventory, net of allowance | 3,106 | 922 | 243 |
Prepaid expenses and other current assets | 3,572 | 3,399 | |
Total current assets | 50,212 | 105,508 | 628 |
Property and equipment, net | 123,615 | 37,350 | |
Property and equipment, net | 37,405 | 8,423 | |
Operating Lease, Right-of-Use Asset | 176 | 55 | |
Goodwill | 36,598 | ||
Intangible assets, net | 52,923 | ||
Other assets | 906 | 1,017 | 51 |
Total assets | 264,430 | 143,930 | 9,102 |
Current liabilities | |||
Accounts payable | 5,167 | 1,920 | |
Accrued liabilities | 4,289 | 16,020 | |
Accrued liabilities | 16,048 | 1,294 | |
Accrued liabilities - related party | 8 | 833 | |
Share settlement note | 0 | 50 | |
Operating lease liabilities | 71 | 28 | |
Total current liabilities | 9,527 | 17,968 | 2,353 |
Long-term debt, net of deferred financing costs | 105,182 | 11,199 | 104 |
Financing obligation | 14,190 | 13,070 | 9,216 |
Operating lease liabilities, noncurrent | 94 | 10 | |
Other liabilities | 10 | 0 | |
Total liabilities | 128,993 | 42,247 | 11,673 |
Commitments and contingencies | |||
Stockholders' equity | |||
Common stock | 9 | 9 | 1 |
Additional paid-in capital | 261,105 | 169,916 | 9,577 |
Accumulated deficit | (125,677) | (68,242) | (12,149) |
Total stockholders' equity | 135,437 | 101,683 | (2,571) |
Total liabilities and stockholders' equity | $ 264,430 | 143,930 | 9,102 |
Previously Reported [Member] | |||
Current assets | |||
Prepaid expenses and other current assets | 3,391 | 7 | |
Current liabilities | |||
Accounts payable | $ 1,912 | $ 176 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 94,168,464 | 86,344,881 | 58,076,019 |
Common stock, shares outstanding (in shares) | 94,168,464 | 86,344,881 | 58,076,019 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Income Statement [Abstract] | ||||||||||
Sales | $ 6,269 | $ 108 | $ 6,551 | $ 165 | $ 638 | $ 82 | ||||
Cost of goods sold | 6,281 | [1],[2],[3] | 81 | [1],[2],[3] | 6,520 | [1],[2],[3] | 126 | [1],[2],[3] | 432 | 91 |
Gross profit (loss) | (12) | 27 | 31 | 39 | 206 | (9) | ||||
Operating expenses: | ||||||||||
Research and development | 3,073 | [1],[2] | 723 | [1],[2] | 5,914 | [1],[2] | 1,155 | [1],[2] | 3,425 | 1,079 |
Selling, general and administrative | 23,141 | [1],[2] | 2,962 | [1],[2] | 44,502 | [1],[2] | 11,256 | [1],[2] | 41,498 | 6,834 |
Total operating expenses | 26,214 | 3,685 | 50,416 | 12,411 | 44,923 | 7,913 | ||||
Loss from operations | (26,226) | (3,658) | (50,385) | (12,372) | (44,717) | (7,922) | ||||
Other income (expense): | ||||||||||
Management fee income | 28 | 24 | 58 | 44 | 79 | 35 | ||||
Convertible Notes fair value adjustment | 0 | (2,685) | 0 | (2,984) | (5,067) | 0 | ||||
Debt extinguishment expense | (1,485) | 0 | ||||||||
Interest expense, net | (5,465) | (1,268) | (7,108) | (1,673) | (5,133) | (522) | ||||
Other income and expense | (3) | (3) | 230 | 0 | ||||||
Loss before income taxes | (56,093) | (8,409) | ||||||||
Income tax expense | 0 | 0 | ||||||||
Net loss | $ (31,663) | $ (7,590) | $ (57,435) | $ (16,988) | $ (56,093) | $ (8,409) | ||||
Net loss applicable to common stockholders per basic common share: | ||||||||||
Basic (in dollars per share) | $ (0.36) | $ (0.15) | $ (0.68) | $ (0.35) | $ (1.06) | $ (0.17) | ||||
Diluted (in dollars per share) | $ (0.36) | $ (0.15) | $ (0.68) | $ (0.35) | $ (1.06) | $ (0.17) | ||||
Weighted average common shares outstanding: | ||||||||||
Basic (in shares) | 88,607,316 | 49,131,555 | 84,830,885 | 49,131,555 | 52,888,268 | 49,676,523 | ||||
Diluted (in shares) | 88,607,316 | 49,131,555 | 84,830,885 | 49,131,555 | 52,888,268 | 49,676,523 | ||||
[1]Amounts include depreciation and amortization as follows:[2]Amounts include stock-based compensation as follows:[3]Amounts include the impact for non-cash increase in cost of goods sold attributable to the fair value basis adjustment to inventory in connection with acquisition of Pete’s as follows: |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total business combination fair value basis adjustment to inventory | $ 1,042 | $ 0 | $ 1,042 | $ 0 |
Total stock-based compensation expense | 11,696 | 0 | 22,709 | 4,942 |
Total depreciation and amortization | 3,381 | 124 | 3,922 | 250 |
Cost of goods sold | ||||
Total business combination fair value basis adjustment to inventory | 1,042 | 0 | 1,042 | 0 |
Total stock-based compensation expense | 47 | 0 | 52 | 0 |
Total depreciation and amortization | 891 | 12 | 953 | 20 |
Research and development | ||||
Total stock-based compensation expense | 485 | 0 | 970 | 0 |
Total depreciation and amortization | 218 | 105 | 531 | 215 |
Selling, general and administrative | ||||
Total stock-based compensation expense | 11,164 | 0 | 21,687 | 4,942 |
Total depreciation and amortization | $ 2,272 | $ 7 | $ 2,438 | $ 15 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock [Member] Nonvoting Common Stock [Member] | Common Stock [Member] Voting Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance (in shares) at Dec. 31, 2019 | 10,291,688 | ||||
Beginning balance at Dec. 31, 2019 | $ 2,554 | $ 1 | $ 6,293 | $ (3,740) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 1,799,811 | ||||
Issuance of common stock for business combination (in shares) | 47,999,249 | ||||
Share redemption (in shares) | (2,014,729) | ||||
Share redemption | (11) | (11) | |||
Stock-based compensation | 3,295 | $ 0 | 3,295 | 0 | |
Net loss | (8,409) | (8,409) | |||
Ending balance (in shares) at Dec. 31, 2020 | 8,944,465 | 58,076,019 | |||
Ending balance at Dec. 31, 2020 | (2,571) | $ 0 | $ 1 | 9,577 | (12,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 2,086,829 | ||||
Stock-based compensation | 4,942 | 4,942 | |||
Net loss | (9,398) | (9,398) | |||
Ending balance (in shares) at Mar. 31, 2021 | 11,031,294 | 58,076,019 | |||
Ending balance at Mar. 31, 2021 | (7,027) | $ 0 | $ 1 | 14,519 | (21,547) |
Beginning balance (in shares) at Dec. 31, 2020 | 8,944,465 | 58,076,019 | |||
Beginning balance at Dec. 31, 2020 | (2,571) | $ 0 | $ 1 | 9,577 | (12,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for debt modification | 0 | ||||
Net loss | (16,988) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 11,031,294 | 58,076,019 | |||
Ending balance at Jun. 30, 2021 | (14,617) | $ 0 | $ 1 | 14,519 | (29,137) |
Beginning balance (in shares) at Dec. 31, 2020 | 8,944,465 | 58,076,019 | |||
Beginning balance at Dec. 31, 2020 | (2,571) | $ 0 | $ 1 | 9,577 | (12,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 1,182,129 | ||||
Merger recapitalization, net of issuance costs (in shares) | 23,817,279 | ||||
Merger recapitalization, net of issuance costs $30,422 | 137,531 | $ 8 | 137,523 | 0 | |
Vesting of restricted stock units, net (in shares) | 45,386 | ||||
Cash distribution to Legacy Local Bounti shareholders | (27,320) | (27,320) | |||
Conversion of Convertible Notes to common stock (in shares) | 3,224,068 | ||||
Conversion of Convertible Notes to common stock | 32,241 | $ 0 | 32,241 | 0 | |
Stock-based compensation | 17,895 | 17,895 | |||
Net loss | (56,093) | (56,093) | |||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 86,344,881 | |||
Ending balance at Dec. 31, 2021 | 101,683 | $ 0 | $ 9 | 169,916 | (68,242) |
Beginning balance (in shares) at Mar. 31, 2021 | 11,031,294 | 58,076,019 | |||
Beginning balance at Mar. 31, 2021 | (7,027) | $ 0 | $ 1 | 14,519 | (21,547) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (7,590) | (7,590) | |||
Ending balance (in shares) at Jun. 30, 2021 | 11,031,294 | 58,076,019 | |||
Ending balance at Jun. 30, 2021 | (14,617) | $ 0 | $ 1 | 14,519 | (29,137) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 86,344,881 | |||
Beginning balance at Dec. 31, 2021 | 101,683 | $ 0 | $ 9 | 169,916 | (68,242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted stock units, net (in shares) | 120,876 | ||||
Stock-based compensation | 11,042 | 11,042 | |||
Net loss | (25,772) | (25,772) | |||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 86,465,757 | |||
Ending balance at Mar. 31, 2022 | 86,953 | $ 0 | $ 9 | 180,958 | (94,014) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 86,344,881 | |||
Beginning balance at Dec. 31, 2021 | 101,683 | $ 0 | $ 9 | 169,916 | (68,242) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for debt modification | 17,416 | ||||
Net loss | (57,435) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 94,168,464 | |||
Ending balance at Jun. 30, 2022 | 135,437 | $ 0 | $ 9 | 261,105 | (125,677) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 86,465,757 | |||
Beginning balance at Mar. 31, 2022 | 86,953 | $ 0 | $ 9 | 180,958 | (94,014) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for business combination (in shares) | 5,654,600 | ||||
Issuance of common stock for business combination | 50,948 | 50,948 | |||
Issuance of common stock for debt modification (in shares) | 1,932,931 | ||||
Issuance of common stock for debt modification | 17,416 | 17,416 | |||
Issuance of common stock upon exercise of warrants (in shares) | 10 | ||||
Vesting of restricted stock units, net (in shares) | 115,166 | ||||
Stock-based compensation | 11,783 | 11,783 | |||
Net loss | (31,663) | (31,663) | |||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 94,168,464 | |||
Ending balance at Jun. 30, 2022 | $ 135,437 | $ 0 | $ 9 | $ 261,105 | $ (125,677) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 19, 2021 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Adjustments to additional paid in capital, reverse recapitalization transaction | $ 30,422 | $ 30,422 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (57,435) | $ (16,988) | $ (56,093) | $ (8,409) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 1,826 | 250 | 684 | 287 |
Amortization of intangible assets | 2,096 | 0 | ||
Stock-based compensation expense | 22,709 | 4,942 | 17,895 | 3,295 |
Bad debt allowance | 7 | (8) | 19 | 0 |
Inventory allowance | 378 | 8 | (26) | 0 |
Loss on disposal of property and equipment | 280 | 0 | ||
Change in fair value—Convertible Notes | 0 | 2,984 | 5,067 | 0 |
Change in fair value—Warrant | 0 | 3 | 10 | 0 |
Gain on Convertible Notes | (240) | 0 | ||
Loss on debt extinguishment | 939 | 0 | ||
Amortization of debt issuance costs | 1,858 | 429 | 782 | 0 |
Interest expense on Convertible Notes | 1,364 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (92) | (28) | (120) | (11) |
Inventory | 714 | (3,294) | (652) | (243) |
Prepaid expenses and other current assets | 2,324 | 11 | (3,384) | 1 |
Other assets | 2,318 | 881 | (966) | (51) |
Accounts payable | 5 | 0 | 1,737 | 29 |
Operating lease liabilities | (4,545) | 3,266 | ||
Accrued liabilities | 14,795 | 1,095 | ||
Other long-term liabilities | 10 | 0 | ||
Accounts receivable - related party | 618 | (176) | 313 | (322) |
Warrant liabilities | (1,425) | 0 | ||
Accrued liabilities - related party | (817) | 491 | ||
Net cash used in operating activities | (26,939) | (7,720) | (20,108) | (3,838) |
Investing Activities: | ||||
Purchases of property and equipment | (25,467) | (8,087) | (29,666) | (3,422) |
Asset acquisition | (25,813) | |||
Business combination, net of cash acquired | (91,393) | |||
Net cash used in investing activities | (142,673) | (8,087) | (29,666) | (3,422) |
Cash flows from financing activities | ||||
Proceeds from recapitalization, net of issuance costs $30,422 | 137,532 | 0 | ||
Proceeds from issuance of Convertible Notes, net | 0 | 26,000 | 26,000 | 0 |
Proceeds from financing obligations | 282 | 3,210 | 3,854 | 7,675 |
Proceeds from issuance of debt | 111,881 | 10,500 | 26,793 | 453 |
Cash distribution to Legacy Local Bounti shareholders | (27,320) | 0 | ||
Payment of debt issuance costs | (2,342) | (150) | (5,399) | 0 |
Repayment of debt | 0 | (654) | (10,654) | (2,880) |
Redemption of common stock | 0 | (80) | ||
Net cash provided by financing activities | 109,821 | 38,906 | 150,806 | 5,168 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (59,791) | 23,099 | 101,032 | (2,092) |
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period | 101,077 | 45 | 45 | 2,137 |
Cash and cash equivalents and restricted cash and cash equivalents at end of period | 41,286 | 23,144 | 101,077 | 45 |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 2,981 | 49 | ||
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets | ||||
Cash and cash equivalents | 22,703 | 23,144 | 96,661 | 45 |
Restricted cash and cash equivalents | 18,583 | 0 | 4,416 | 0 |
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Condensed Consolidated Statements of Cash Flows | 41,286 | 23,144 | 101,077 | 45 |
Non-cash investing and financing activities: | ||||
Right-of-use asset obtained in exchange for operating lease liability | 388 | 0 | ||
Reduction of right of use asset and associated lease liability due to lease cancellation | (203) | 0 | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | (10,039) | 0 | 12,441 | 1,541 |
Stock-based compensation capitalized to property and equipment, net | 116 | 0 | ||
Non-cash financing obligation activity | 840 | 0 | ||
Non-cash redemption of common stock | 0 | 11 | ||
Non-cash proceeds from issuance of Convertible Notes for services provided | 0 | 50 | 50 | 0 |
Non-cash proceeds from issuance of Share Settlement Note | $ 0 | $ 80 | ||
Issuance of common stock related to modification of line of credit | $ 17,416 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||||
Nov. 19, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||||||
Adjustments to additional paid in capital, reverse recapitalization transaction | $ 30,422 | $ 30,422 | ||||
As included in the Consolidated Balance Sheets: | ||||||
Cash and cash equivalents | 96,661 | $ 22,703 | $ 23,144 | $ 45 | ||
Restricted cash and cash equivalents | 4,416 | 18,583 | 0 | 0 | ||
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows | $ 101,077 | $ 41,286 | $ 23,144 | $ 45 | $ 2,137 |
Business Description
Business Description | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business Description | 1. Business Description Description of the Business Local Bounti Corporation (“Local Bounti” or the “Company”) was founded in August 2018 and is headquartered in Hamilton, Montana. The Company is a producer of sustainably grown living lettuce, herbs, and loose leaf lettuce. The Company’s vision is to deliver the freshest locally grown produce over the fewest food miles possible. The Company is a CEA company that utilizes patent pending Stack & Flow TechnologyTM, which is a hybrid of vertical and hydroponic greenhouse farming, to grow healthy food sustainably and affordably. Through the Company’s CEA process, it is the Company’s goal to produce its products in an environmentally sustainable manner that will increase harvest efficiency, limit water usage, and reduce the carbon footprint of the production and distribution process. The environmental greenhouse conditions help to ensure nutritional value and taste, and the Company’s products are non-GMO miles possible,’ Local Bounti’s food is fresher, more nutritious, and lasts longer than traditional agriculture. On April 4, 2022, the Company acquired California-based complementary indoor farming company Hollandia Produce Group, Inc. (the “Pete’s Acquisition”), which operates under the name Pete’s ® Acquisitions | 1. Business Description Description of the Business Local Bounti is a premier CEA company redefining conversion efficiency and ESG standards for indoor agriculture. Local Bounti operates an advanced indoor growing facility in Hamilton, Montana, within a few hours’ drive of its retail and food service partners. Reaching retail shelves in record time post-harvest, Local Bounti produce is superior in taste and quality compared to traditional field-grown greens. Local Bounti’s GAP Plus+ and non-GMO On November 19, 2021 (the “Closing Date”), the Company (at such time named Leo Holdings III Corp) consummated the Business Combination pursuant to the Agreement and Plan of Merger, dated June 17, 2021 with Legacy Local Bounti. In connection with the consummation of the Business Combination, the Company changed its name from Leo Holdings III Corp to Local Bounti Corporation. The Company’s common stock is listed on the NYSE under the symbol “LOCL.” On March 14, 2022, we entered into a definitive agreement to acquire California-based complementary indoor farming company Pete’s, for total consideration of $122.5 million, subject to customary adjustments. Local Bounti expects to close the acquisition of Pete’s in the second quarter of 2022. See Note 17, Subsequent Events Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiary following the Business Combination. “Leo” refers to the Company prior to the Business Combination and “Legacy Local Bounti” refers to Local Bounti prior to the Business Combination. “New Local Bounti” refers to Local Bounti subsequent to the Business Combination. For further discussion of the Business Combination, refer to Note 3, Business Combination and Recapitalization |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2021 (the “Annual Financial Statements”) as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2022, and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. The Condensed Consolidated Balance Sheet at December 31, 2021, was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements except for the updates noted below. Change in Accounting Estimate The calculation of depreciation expense is based on the estimated economic useful lives of the underlying property, plant and equipment. In April 2022, the Company completed an assessment of the useful lives of machinery and equipment and certain production equipment and adjusted the estimated useful life of machinery and equipment from five years to 15 years and the estimated useful life of certain production equipment from five Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. Such changes include reclassifications or combinations of certain accounts within property and equipment, net. These reclassifications have no effect on the previously reported financial position, results of operations, and cash flows. Refer to Note 5, Property and Equipment Business Combinations Business combinations are accounted for using the acquisition method. Accordingly, the purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Intangible Assets, Net Definite-lived intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives or over the pattern in which the economic benefit is expected to be consumed. Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized but rather tested for impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate impairment may exist. The Company’s impairment tests are based on a single reporting unit structure. The goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company did not recognize any impairment of goodwill during the periods presented. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. Recently Adopted Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, 2021-04 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, ASU 2019-12 2019-12 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the if-converted method In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 2016-13 | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements herein. Reclassification The Company reclassified depreciation in the Consolidated Statements of Operations for the year ended December 31, 2020 to conform to the presentation for the year ended December 31, 2021. Depreciation is no longer stated as a separate financial statement line item on the Consolidated Statements of Operations but it has instead been allocated to cost of goods sold, research and development, and selling, general and administrative expense on the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020. This reclassification had no impact on loss from operations or net loss. The Company believes this reclassification is preferable because it enhances the comparability of its Consolidated Financial Statements with those of many of its industry peers and aligns with how the Company internally manages and reviews costs and margin. Stock Split On November 19, 2021, the Company effected a 1-to-4.969669 paid-in Use of Estimates The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of instruments issued for stock-based compensation, inventory valuation reserve, warrant liabilities, and income taxes, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Significant Risks and Uncertainties The Company is subject to those risks common in the consumer products and agriculture industries and those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, competition, dependence on key personnel and key external alliances, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Cash and Cash Equivalents The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents. The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are restricted through legal contracts or regulations. On September 3, 2021, the Company entered into Credit Agreements with Cargill Financial, including the Subordinated Facility to borrow up to $50,000 thousand and the Senior Facility to borrow up to $150,000 thousand. For further detail, see Note 7, Debt. As part of the Subordinated Facility, the Company is required to establish an “Interest Reserve Account,” which is a deposit account, that contains minimum funds in an amount equal to or greater than the Minimum Interest Amount (as set forth in the Subordinated Facility agreement). The Company has drawn a total of $16,293 thousand on the Subordinated Facility as of December 31, 2021. Out of the total outstanding balance, $4,416 thousand was to fund the Interest Reserve Account and is included in “Restricted cash and cash equivalents” on the Consolidated Balance Sheet. The long-term portion of the Subordinated Facility is included in “Long-term debt” on the Consolidated Balance Sheets. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable includes billed receivables and is presented net of an allowance for doubtful accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. In establishing the required allowance, management considers historical losses, current market conditions, customers’ financial condition, the age of the receivables, and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was not material at December 31, 2021 and 2020. Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1— • Level 2— • Level 3— A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Inventory Inventory is carried at the lower of cost or net realizable value using the first-in, first-out The assessment of recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. Demand for produce may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than the Company’s projections. If actual demand is lower than originally projected, additional inventory write- downs may be required. 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: Asset Class Estimated Useful Life Greenhouse Facility 30 years Production Equipment 5 years Office Equipment 3 years Leasehold Improvements Shorter of lease term or useful life of asset Intangible Assets Finite-lived intangible assets consist of software. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Intangible assets is included in “Other assets” on the Consolidated Balance Sheet. COVID-19 and On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) the COVID-19 outbreak Debt. Leases The Consolidated Financial Statements reflect the Company’s adoption of ASU No. 2016-02, Leases (“ASC 842”) The right-of-use The Company utilizes certain practical expedients and policy elections available under ASC 842. The Company does recognize right-of-use non-lease Operating lease expenses for fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments to the lessor such as maintenance, utilities, insurance, and real estate taxes are expensed as incurred. For further discussion, see Note 9, Leases Revenue Recognition The Consolidated Financial Statements reflect the Company’s adoption of ASU 2014-09, Sale of produce: The Company’s principal business is the production and sale of sustainably grown fresh greens and herbs through CEA facilities. Revenue is recognized at a point in time when the product control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do not include more than one performance obligation. Sale of intellectual property: Revenue is generated from the sale of intellectual property that the Company has developed. For each licensing agreement for intellectual property, the promise to deliver a license that grants the customer the right to use the intellectual property is considered to be a distinct performance obligation. Revenue from intellectual property is recognized at a point in time upon delivery of documentation of the Company’s intellectual property to the licensee. Intellectual property sold in 2021 consisted of intellectual property for salad kits, including the licensed know-how Revenue by major product or service type is as follows: Year Ended 2021 2020 (in thousands) Revenue from sale of produce $ 551 $ 82 Revenue from sale of intellectual property 87 — Total Revenue $ 638 $ 82 The Company does not have unbilled receivable balances arising from transactions with customers. Payment terms are generally between 10 to 20 days. The Company does not capitalize contract inception costs, as contracts (which are in the form of purchase orders from customers) are one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company has made the accounting policy election to exclude any sales and similar taxes from the transaction price. As a result, revenue is presented net of these taxes. Research and Development Research and development expenses consist primarily of compensation to employees engaged in research and development activities, including salaries, and related benefits, in addition to related overhead (including depreciation, utilities and other related allocated expenses) as well as supplies and services related to the development of the Company’s growing process. Local Bounti’s research and development efforts are focused on development of the Company’s process utilizing its CEA facility. Stock-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, Stock-Based Compensation tranche-by-tranche Advertising Advertising expenses are expensed as incurred. The Company incurred advertising expenses of $703 thousand for the year ended December 31, 2021. Advertising expenses for the year ended December 31, 2020 were not material. Advertising expenses are included in “Selling, general and administrative” expense in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Consolidated Financial Statements. Under this method, 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 carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the Consolidated Statements of Operations. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. Concentrations of Risk and Significant Customers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents accounts with financial institutions which management believes to be of high-credit quality. The Company is exposed to risk in the event of default by these financial institutions or the issuers of these securities to the extent the balances are in excess of amounts that are insured by the Federal Deposit Insurance Corporation. The Company’s receivables are derived from revenue earned from customers located in the United States. The Company provides credit to its customers in the normal course of business and requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts related to estimated credit losses. Significant customers are those customers who represent 10% or more of total revenue during the year or 10% or more of net accounts receivable at the balance sheet date. At December 31, 2021, there were four significant customers that accounted for approximately 81% of the Company’s accounts receivable. For the year ended December 31, 2021, four individual customers represented more than 10% of total revenue. In aggregate, these four customers represented approximately 82% of the Company’s revenue for the year ended December 31, 2021. Contingencies Loss contingencies (other than income tax-related Segment Reporting The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Co-Chief Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), 815-40); In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): if-converted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, ASU 2019-12 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 2016-13 |
Business Combination and Recapi
Business Combination and Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Business Combination and Recapitalization | 3. Business Combination and Recapitalization On November 19, 2021, the Company consummated the Business Combination pursuant to that certain Agreement and Plan of Merger, dated June 17, 2021, by and among Leo, and Legacy Local Bounti. In connection with the consummation of the Business Combination (the “Closing”), the registrant changed its name from Leo Holdings III Corp to Local Bounti Corporation. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Legacy Local Bounti has been determined to be the accounting acquirer, based on the following predominant factors: • Legacy Local Bounti stockholders have the largest portion of voting rights in the Company; • the Board and Management are primarily composed of individuals associated with Legacy Local Bounti; and • Legacy Local Bounti was the larger entity based on historical operating activity and Legacy Local Bounti had the larger employee base at the time of the Business Combination. Under this method of accounting, while Leo was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Local Bounti issuing stock for the net assets of Leo, accompanied by a recapitalization. The net assets of Leo were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Legacy Local Bounti. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the business combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (approximately 4.969669 Local Bounti shares to every share of Leo). In connection with the Business Combination, Leo entered into subscription agreements with certain investors (the “PIPE Investors”), whereby it issued 15,000,000 shares of common stock at $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $150,000 thousand (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the PIPE Investors were issued shares of the Company’s common stock. The aggregate consideration for the Business Combination and proceeds from the PIPE Financing was approximately $150,000 thousand, consisting of shares of common stock valued at $10.00 per share. Including the PIPE financing, the aggregate common stock consideration consists of 83,514,977 shares of Legacy Local Bounti common stock, including shares issuable in respect of vested equity awards of the Legacy Local Bounti. In connection with the Business Combination, the Company incurred direct and incremental costs of $34,773 thousand related to the equity issuance, consisting of $30,422 thousand of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions Business Combination On April 4, 2022, the Company acquired 100% of the shares of Pete’s, a California-based indoor farming company. The Company acquired Pete’s in order to leverage Pete’s operational scale and retail distribution footprint to create a leading, scaled CEA operator with a national distribution footprint and access to approximately 10,000 retail doors. The purchase price consideration for the acquisition was $92.5 million in cash and 5,654,600 shares of Local Bounti common stock, which had an original consideration, at the time of signing, of $30.0 million and a fair value of $50.9 million as of the closing date of the Pete’s Acquisition. The acquisition has been accounted for as a business combination. Acquisition related costs of $344 thousand and $4,245 thousand were included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022, respectively. The purchase consideration was preliminary allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill as shown below. Goodwill is primarily attributable to the assembled workforce and expanded market opportunities and was allocated to the Company’s single reporting unit. The goodwill is deductible for tax purposes over 15 years. For tax purposes, a 338(h)(10) election was filed to step up the tax basis of assets acquired to fair market value. The preliminary allocation is as follows (in thousands): Intangible assets $ 55,019 Goodwill 36,598 Net assets acquired 55,607 Net liabilities assumed (3,776 ) Total fair value of net assets acquired: $ 143,448 The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but does not exceed twelve months. The purchase price allocation is subject to future adjustments related to income taxes or other contingencies. The following table sets forth the fair value of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Customer relationships $ 41,700 Trade name 7,400 Non-compete 5,919 Total: $ 55,019 The useful life of the customer relationships, trade name, and non-compete Pro forma financial information The results of operations for Pete’s have been included in the Unaudited Condensed Consolidated Statements of Operations from the April 4, 2022 acquisition date through June 30, 2022 and include revenue of $5,839 thousand and net loss of $2,429 thousand. The following unaudited pro forma results of operations have been prepared as though the business combination was completed on January 1, 2021. Pro forma amounts are based on the preliminary purchase price allocation of the acquisition and are not necessarily indicative of results that may be reported in the future. Non-recurring Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,269 $ 5,992 $ 12,482 $ 11,413 Net loss $ (31,663 ) $ (14,410 ) $ (58,891 ) $ (36,742 ) Asset Acquisition On April 4, 2022, in connection with consummating the transactions contemplated by the Pete’s Acquisition purchase agreements, Pete’s acquired the properties previously being leased by Pete’s from STORE Master Funding XVIII, LLC (“STORE”) pursuant to certain sale-leaseback agreements between Pete’s and STORE for an aggregate purchase price of $25.8 million in cash (the “Property Acquisition”). The Company accounted for the properties as an asset acquisition as substantially all of the fair value of the acquisition is concentrated in a single asset or group of similar identifiable assets. The following table sets forth the fair value of the identifiable assets acquired as of the date of the acquisition (in thousands): Land $ 13,800 Construction-in-progress 12,013 Total: $ 25,813 |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. Inventory Inventory consisted of the following: June 30, December 31, 2022 2021 (in thousands) Raw materials $ 1,779 $ 612 Work-in-process 209 173 Finished goods 1,591 69 Consignment — 163 Inventory allowance (473 ) (95 ) Total inventory, net $ 3,106 $ 922 | 4. Inventory Inventories consisted of the following: December 31, 2021 2020 (in thousands) Raw materials $ 145 $ 21 Work-in-process 173 83 Finished goods 69 5 Packaging 467 182 Consignment 163 21 Inventory allowance (95 ) (69 ) Total inventory, net $ 922 $ 243 |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following: June 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 41,438 $ 3,683 Land 18,889 4,122 Buildings and leasehold improvements 21,593 14,141 Construction-in-progress 44,492 16,375 Less: Accumulated depreciation (2,797 ) (971 ) Property and equipment, net $ 123,615 $ 37,350 Depreciation expense related to property and equipment was $1,285 thousand and $125 thousand for the three months ended June 30, 2022 and 2021, respectively, and $1,826 thousand and $250 thousand for the six months ended June 30, 2022 and 2021, respectively. | 5. Property and Equipment Property and equipment consisted of the following: December 31, 2021 2020 (in thousands) Greenhouse facility $ 10,194 $ 5,203 Equipment 3,683 1,621 Land 4,122 345 Leasehold improvements 3,947 — Construction-in-progress 16,375 1,541 Right-of-use 55 — Less: Accumulated depreciation (971 ) (287 ) Property and equipment, net $ 37,405 $ 8,423 Depreciation expense related to property and equipment was $684 thousand and $287 thousand for the years ended December 31, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consisted of the following: June 30, December 31, 2022 2021 (in thousands) Construction $ 374 $ 11,192 Insurance 1,055 2,582 Payroll 1,188 792 Production 872 461 Professional services 539 273 Other 261 720 Total accrued liabilities $ 4,289 $ 16,020 | 6. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2021 2020 (in thousands) Accrued construction expenses $ 11,192 $ — Accrued insurance 2,582 — Accrued payroll 792 1,125 Accrued agriculture expenses 461 — Accrued legal fees 273 — Accrued other 748 169 Total accrued liabilities $ 16,048 $ 1,294 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | 7. Debt Debt consisted of the following: June 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 85,674 — Unamortized deferred financing costs, Cargill Credit Agreements (22,992 ) (5,094 ) Total debt $ 105,182 $ 11,199 Agreements with Cargill Financial In September 2021, the Company and Cargill Financial entered into (a) a credit agreement (the “Original Senior Credit Agreement”) for an up to million multiple-advance term loan (the “Senior Facility”) and (b) a subordinated credit agreement (the “Original Subordinated Credit Agreement” and, together with the Original Senior Credit Agreement, the “Original Credit Agreements”) for an up to million multiple-advance subordinated term loan (the “Subordinated Facility” and, together with the Senior Facility, the “Original Facilities”). First Amendment of the Original Credit Agreements On March 14, 2022, the Company entered into an amendment to the Original Credit Agreements (the “First Amendment”) to amend the Original Credit Agreements and the Original Facilities (as amended, the “Amended Facilities”), subject to and effective upon closing the Pete’s acquisition. On April 4, 2022, the First Amendment became effective whereby (a) the Pete’s Acquisition was funded pursuant to the Amended Facilities, (b) the aggregate commitment amount of the Original Facilities was reduced to $ 170.0 million, (c) the minimum liquidity covenant was reduced from million to $ 20.0 million (inclusive of existing restricted cash on the Condensed Consolidated Balance Sheets) and (d) the interest rate of each of the Senior Facility and the Subordinated Facility increased by , among other matters. Pursuant to the First Amendment, in connection with the closing of the Pete’s Acquisition, the Company (i) paid a $ 2.0 million amendment fee and (ii) issued 1,932,931 shares of common stock to Cargill Financial. The First Amendment was accounted for as a modification to a line of credit. Accordingly, the Company wrote off unamortized debt issuance costs in proportion to the decrease in borrowing capacity of the Original Credit Agreements of $735 thousand. The write-off The interest rate on the Subordinated Facility subsequent to the First Amendment is 12.5% per annum, with accrued interest on the agreement paid quarterly in arrears on the last business day of each calendar quarter, commencing the last business day of the calendar quarter ended December 31, 2021, and on the maturity date of September 3, 2028. The interest rate on the Senior Facility subsequent to the First Amendment is equal to SOFR plus a margin (which varies between 7.5% to 8.5% depending on the Senior Facility net leverage ratio). The maturity date of the Senior Facility and the Subordinated Facility is September 3, 2028. Second Amendment of the Original Credit Agreements On August 11, 2022, the Company, along with certain subsidiaries of the Company, entered into a second amendment to the Amended Facilities (the “Second Amendment”) with Cargill Financial to amend the Amended Facilities. The Second Amendment provides that, until the earliest to occur of (x) the occurrence of any event of default, (y) the effective date of a qualified equity financing and (z) March 31, 2024, (a) the requirement for the minimum interest amount for the Senior Facility and the Subordinated Facility is reduced to an amount equal to the greater of (i) $0 and (ii) the sum of all interest payments due and payable under the Senior Facility and the Subordinated Facility in respect of term loans outstanding for a period of four calendar quarters (equal to $9.1 million and $5.2 million for the Senior Facility and the Subordinated Facility, respectively, as of June 30, 2022). In effect, the Second Amendment reduces the minimum interest amount from the sum of all interest payments due and payable under the Senior Facility and the Subordinated Facility for a period of eight calendar quarters down to a period of four calendar quarters, as described above. This reduced the amount of restricted cash by approximately $7.2 million, effective as of June 30, 2022. The Amended Facilities have an unused revolving line commitment fee in an amount of 125 basis points per annum of the unused portion of the Amended Facilities. As part of the Amended Facilities, the Company is required to have an interest reserve account which is shown as restricted cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets. In accordance with the Second Amendment, the balance of the Company’s interest reserve account was $18,583 at June 30, 2022 as compared to $4,416 at December 31, 2021. The Amended Facilities also require the Company to be in compliance with certain financial covenants, including specified debt coverage, net leverage, and interest coverage ratios. Additional covenants and other restrictions exist that limit the Company’s ability, among other things, to undergo a merger or consolidation, sell certain assets, create liens, guarantee certain obligations of third parties, make certain investments or acquisitions, and declare dividends or make distributions. In accordance with the Amended Facilities, budgets and timelines for CEA facilities also have to be approved by Cargill Financial and the Company is required to report ongoing CEA facility construction costs. The credit facility is secured with a first-priority lien against substantially all of the assets of the Company, including its intellectual property. The Company was in compliance with all applicable covenants as of June 30, 2022. | 7. Debt Debt consisted of the following: December 31, 2021 2020 (in thousands) PPP loan $ — $ 104 Share settlement note — 50 Subordinated Facility 16,293 — Unamortized deferred financing costs, Cargill Credit Agreements (5,094 ) — Total debt 11,199 154 Share settlement note—short term — (50 ) Long-term debt, less current portion and Convertible Notes $ 11,199 $ 104 Share Settlement Note In April 2020, the Company entered into a promissory note with a former shareholder for a principal amount of $80 thousand in connection with the share settlement as discussed in Note 11, Stockholders’ Equity (Deficit) Short-Term Loan In January 2021, the Company entered into a short-term loan agreement with First Interstate Bank to finance the general working capital for the Company. The loan had a principal balance of $500 thousand, bears interest at 5.25% per annum and matures in April 2021. In April 2021, this loan was repaid in full. Convertible Notes During 2021, the Company entered into a series of identical convertible long-term notes with various parties with a maturity date of February 8, 2023 (referred to herein as the “Convertible Notes”). Prior to conversion on November 19, 2021, the Convertible Notes had a combined total principal balance is $26,050 thousand and bore interest at 8% per annum. The Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Notes fair value adjustment within the income statement. The Convertible Notes had a conversion feature that triggered upon the earliest of a qualified equity financing or a qualified SPAC transaction, as defined by the agreement. On November 19, 2021, upon the closing of Business Combination, the outstanding principal of all the Convertible Notes were converted into a number of shares of common stock, at a conversion price equal to value of each share of common stock in the qualified SPAC transaction multiplied by 85%. The Company recognized $1,364 thousand in interest expense in connection with the Convertible Notes for the year ended December 31, 2021. The Company converted all the Convertible Notes, including the related accrued interest of $1,364 thousand, to equity and recorded net gain on settlement of $240 thousand. Agreements with Cargill Financial In March 2021, the Company entered into a loan with Cargill Financial to finance the general working capital for the Company. This loan had a principal balance of up to $10,000 thousand and bore interest at 8% per annum with a maturity date of March 22, 2022. In September 2021, this loan was repaid in full. In connection with the original loan, the lender also received 25% equity warrant coverage on the original loan amount. The warrant to purchase shares entitles the lender to a number of shares totaling 25% of the principal amount of the loan multiplied by 85 Stockholders’ Equity (Deficit). On September 3, 2021, the Company entered into the Subordinated Facility with Cargill Financial, including an agreement to borrow up to $50,000 thousand and also entered into the Senior Facility to borrow up to $150,000 thousand. The interest rate on the Subordinated Facility is 10.5% per annum, with accrued interest on the agreement paid quarterly in arrears on the last business day of each calendar quarter, commencing the last business day of the calendar quarter ending December 31, 2021, and on the maturity date September 3, 2028. A total of $16,293 thousand was outstanding on the Subordinated Facility as of December 31, 2021. The interest rate on the Senior Facility will be equal to LIBOR plus the Applicable Margin (which varies between 5.5% to 6.5% depending on the Senior Facility net leverage ratio). The maturity date of the Senior Facility will be on September 3, 2028. There are no amounts outstanding on this loan as of December 31, 2021. As part of the Cargill Credit Agreements, the Company is required to establish an Interest Reserve Account as described above in Note 2, Summary of Significant Accounting Policies The Cargill Credit Agreements have an unused revolving line commitment fee in an amount of 125 basis points per annum of the unused portion of the Credit Agreements. The Company was in compliance with all applicable covenants as of December 31, 2021. |
Financing Obligation
Financing Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Financing Obligation [Abstract] | |
Financing Obligation | 8. Financing Obligation In June 2020, the Company completed the construction of the Montana Facility. Subsequent to the completion, the Company entered into a sale and finance leaseback transaction for the Montana Facility with Grow Bitterroot, a related party, for total consideration of $6,885 thousand with an initial term of 15 years. The Company also has an option to extend the term of the facility lease for three consecutive terms of five years each, of which the Company currently reasonably expects to extend the first term. In addition, the Company and Grow Bitterroot entered into a property maintenance and management services agreement under which the Company will provide all property maintenance and management services including business, operational, strategic and advisory services in exchange for an annual fee of $50 thousand. The property maintenance and management services agreement includes an initial term of three years with one year autorenewals unless terminated by either party with 30 days’ notice. The transaction did not qualify for sale leaseback accounting due to the finance leaseback classification prohibiting sale accounting. As such, the transaction is accounted for as a financing transaction (a failed sale). Therefore, the assets remain on the Consolidated Balance Sheet (see Note 5, Property and Equipment Related Party Transactions The lease agreement does not contain residual value guarantees. The agreement does not contain restrictions or covenants that may result in additional financial obligations. The landlord has the option to construct future improvements on the property; when the improvements are completed, the base rent will increase. The following tables summarizes the financing obligation and the presentation in our Consolidated Statements of Operations for the period presented: Year Ended 2021 2020 (in thousands) Finance obligation: Amortization of financing obligation assets $ 433 $ 215 Interest on financing liabilities 1,076 475 Total financing liabilities $ 1,509 $ 690 The following table summarizes future financing obligation payments by fiscal year: Finance For the year ending December 31, (in thousands) 2022 $ 1,479 2023 1,537 2024 1,591 2025 1,623 2026 1,655 Thereafter 26,597 Total financing obligation payments 34,482 Amount representing interest (25,294 ) Net financing obligation and asset at end of term 3,882 Total financing obligation $ 13,070 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The company currently maintains operating leases for both buildings and equipment under short-term lease arrangements. Total expense related to these arrangements was $377 thousand and $37 thousand for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the maturities of lease liabilities under non-cancelable Operating Year ending December 31, (in thousands) 2022 $ 139 2023 96 2024 90 Total lease payments $ 325 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 8. Fair Value Measurements The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: June 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 22,566 $ — $ — Total $ 22,566 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 96,661 $ — $ — Total $ 96,661 $ — $ — The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. As of June 30, 2022 and December 31, 2021, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of June 30, 2022 and December 31, 2021, the Company had no transfers between levels of the fair value hierarchy of its liabilities measured at fair value. | 10 . Fair Value Measurements The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 96,661 $ — $ — Total $ 96,661 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 4 $ — $ — Total $ 4 $ — $ — The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. As of December 31, 2021 and 2020, the carrying value of all other financial assets and liabilities approximated their respective fair values. The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: Year Ended Convertible Warrant (in thousands) Balance as of December 31, 2020 $ — $ — Additions 26,050 1,415 Fair value measurement adjustments 5,067 10 Gain on Convertible Notes (240 ) — Interest expense on Convertible Notes (paid-in-kind) 1,364 — Settlement of Convertible Notes and Warrants (32,241 ) (1,425 ) Balance as of December 31, 2021 $ — $ — As mentioned in Note 3, Business Combination and Recapitalization As of December 31, 2021 and 2020, the Company had no transfers between levels of the fair value hierarchy of its liabilities measured at fair value. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) Common Stock On November 22, 2021, the Company’s common stock and warrants began trading on the New York Stock Exchange under the symbol “LOCL” and “LOCL WS” respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue up to 400,000,000 common stock, $0.0001 par value per share, and 100,000,000 shares of Preferred Stock, $0.0001 par value per share. Immediately following the Business Combination, there were 86,299,495 shares of voting common stock and 11,539,216 warrants outstanding. The rights of the holders of the voting common stock and nonvoting common stock are as follows: Voting Common Stock— Nonvoting Common Stock Common Stock Outstanding In conjunction with the Business Combination, Leo obtained commitments from certain PIPE Investors to purchase 15,000,000 shares of the Company’s common stock at a purchase price of $10.00 per share. At the close of the Business Combination with Leo, the Company had 86,299,495 shares of common stock outstanding. The following summarizes the Company’s common stock outstanding as of the close of the transaction: Shares % Leo sponsor shares 6,875,000 8.0 % Leo public stockholders 1,701,281 2.0 % PIPE shares 15,000,000 17.4 % Common stock issued for Legacy Local Bounti voting common stock, Legacy Local Bounti non-voting 62,482,214 72.3 % Common stock issued to certain service providers as payment for services in connection with the Business Combination 241,000 0.3 % Total common stock 86,299,495 100.0 % Public and Private Warrants Upon the Closing, there were 10,833,333 outstanding public and private warrants to purchase shares of the Company’s common stock that were issued by Leo prior to the Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the Closing, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire on November 19, 2026, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable 20-trading 30-trading Transactions Related to Former Stockholders In December 2019, the Company entered into a settlement agreement to repurchase all of the remaining unvested restricted shares from a former shareholder subject to the stock restriction agreement (see Note 12, Stock-Based Compensation including the vested and unvested restricted shares and the remaining unrestricted shares not subject to vesting conditions. As part of the settlement agreement for the repurchase of all the restricted and unrestricted shares, the Company paid the former shareholder a total of $80 thousand in cash and entered into a $80 thousand term note. For further details, see Note 7, Debt. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 9. Stock-Based Compensation Restricted Common Stock Awards and Restricted Stock Units A summary of the restricted common stock awards (“RSAs”) and restricted stock units (“RSUs”) activity for the six months ended June 30, 2022 is as follows: Number of Average Grant-Date Number of Average Grant-Date Unvested at December 31, 2021 5,479,451 $ 1.80 $ 2,395,789 $ 9.73 Granted — $ — $ 8,300,343 $ 5.96 Forfeited — $ — $ (121,145 ) $ 9.77 Vested (208,682 ) $ 2.66 $ (267,033 ) $ 9.26 Unvested and outstanding at June 30, 2022 5,270,769 $ 1.77 10,307,954 $ 6.71 The total expense of RSAs for the three and six months ended June 30, 2022 was thousand and $1,758 thousand. As of June 30, 2022, the total compensation cost related to unvested RSAs not yet recognized is thousand. Expense for unvested RSAs not yet recognized is expected to be recognized over a weighted average period of The total expense value of RSUs for the three and six months ended June 30, 2022 was thousand and $20,951 thousand. There was expense for RSUs for the three and six months ended June 30, 2021. As of June 30, 2022, the total compensation cost related to unvested RSUs not yet recognized is thousand. Expense for unvested RSUs not yet recognized is expected to be recognized over a weighted average period of | 12. Stock-Based Compensation In 2020, the Company adopted an Equity Incentive Plan (the “2020 Plan”) pursuant to which the Company’s Board of Directors could grant stock awards to employees and service providers. According to the 2020 Plan, incentive stock options may only be granted to eligible employees. Non-statutory As part of the close of the Business Combination, the awards outstanding under the 2020 Plan were split by using the exchange rate of 4.969669 resulting in 12,630,417 awards outstanding. Restricted Common Stock Awards The Company granted change in control restricted common stock awards (RSAs) under the 2020 Plan. Upon a “change in control” (as defined in the 2020 Plan) of Local Bounti, the change in control restricted common stock awards would vest in full. If a “qualified public offering” of the common stock of Local Bounti occurred (as defined in the 2020 Plan, which includes the consummation of the Business Combination) prior to a change in control, then the change in control restricted common stock would vest upon the vesting schedule set forth in the 2020 Plan or individual award agreements. The fair value of the restricted common stock-based compensation awards was determined using the fair market value of the Company’s common stock on the date of the grant as determined by the Board. In November 2021, Legacy Local Bounti and certain restricted stockholders amended their change in control restricted stock awards to remove the vesting trigger and converted the vesting to four-year time-based vesting, with 10% vesting on the first anniversary of the original vesting commencement date and 30% vesting on each anniversary thereafter, subject to the grantee’s continued service on each applicable vesting date. As the vesting trigger was removed, the Company was required to recognize the compensation expenses through the Consolidated Statement of Operations. A summary of the change in control restricted common stock activity awards for 2021 and 2020 is as follows: Number of Shares Average Grant- Unvested at January 1, 2020 — $ — Granted 1,799,811 $ 1.27 Retroactive conversion of shares due to the Business Combination 7,144,653 $ 1.27 Unvested at December 31, 2020, as converted 8,944,464 $ 1.27 Granted 2,086,827 $ 2.66 Forfeited (904,698 ) $ 1.27 Vested (4,647,142 ) $ 1.27 Unvested at December 31, 2021 5,479,451 $ 1.80 1 These amounts give effect to the 1-to-4.969669 The total expense of restricted common stock for the years ended December 31, 2021 and 2020 was $9,551 thousand and $0 thousand, respectively. As of December 31, 2021, the total compensation cost related to unvested restricted common stock not yet recognized is $6,219 thousand. Unvested restricted common stock not yet recognized is expected to be recognized over a weighted average period of 2.34 years. Restricted Stock Units The Legacy Local Bounti board of directors granted RSUs under the 2020 Plan. The Company has entered into various RSU agreements with both employees and nonemployees. The vesting for these RSUs range from three months to four years on a graded vesting schedule. A summary of the change in control RSUs activity for 2021 (there was no activity prior to 2021) is as follows: Number of Average Grant- Unvested at December 31, 2020 — $ — Granted and vested 503,821 $ 9.60 Retroactive conversion of shares due to the Business Combination 2,000,003 $ 9.60 Forfeited (2,485 ) $ 9.97 Vested 2 (105,550 ) $ 6.75 Unvested and outstanding at December 31, 2021 2,395,789 $ 9.73 1 These amounts give effect to the 1-to-4.969669 2 These shares were net settled for 45,396 shares to cover the required withholding tax upon vesting. The total expense value of RSUs for the years ended December 31, 2021 and 2020 was $3,402 thousand and $0 thousand respectively. As of December 31, 2021, the total compensation cost related to unvested RSUs not yet recognized is $20,616 thousand. Unvested RSUs not yet recognized are expected to be recognized over a weighted average period of 2.63 years. Stock Restriction Agreements On June 27, 2019, the Company entered into stock restriction agreements with two stockholders of the Company, whereby certain vesting restrictions were imposed on the stockholders’ shares as a condition to a third-party investor’s requirement to invest in the Company at a cash purchase price of approximately $19.67 per share. Under the stock restriction agreements, the Company has the exclusive option to repurchase all or any portion of the restricted shares held by the stockholders which have not vested upon termination of their services. The restricted shares are released from the Company’s option to repurchase in twelve quarterly installments. In April 2020, the Company entered into a settlement agreement for the repurchase of shares from one of the stockholders, as discussed in Note 11, Stockholders’ Equity (Deficit) Compensation expense recorded was $4,942 thousand and $3,295 thousand for the years ended December 31, 2021 and 2020, respectively. In March 2021, the Company terminated the stock restriction agreement with the remaining stockholders and recognized all remaining unvested compensation expense during the first quarter of 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes For the years ended December 31, 2021 and 2020, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On December 31, 2021, the Company had approximately $41,800 thousand of U.S. federal and state net operating losses. On December 31, 2020, the Company had approximately $7,200 thousand of federal and state net operating losses. These net operating loss carryforwards can be carried forward by the Company indefinitely. The components of the Company’s deferred tax assets and liabilities are as follows: Year Ended 2021 2020 Currently reportable expense Federal $ — $ — State — — — — Deferred benefit: Federal 6,129 1,841 State 2,163 591 8,292 2,432 Less valuation allowance (8,292 ) (2,432 ) Total provision for income tax expense $ — $ — December 31, 2021 2020 Gross deferred tax assets arising from Net operating loss carryforwards $ 11,619 $ 1,990 ASC 842 right-of-use 3,661 979 Capitalized SPAC transaction costs 1,207 — 16,487 2,969 Deferred tax liabilities arising from: Deferred franchise tax (598 ) — ASC 842 right-of-use (3,071 ) — Depreciation (1,714 ) (156 ) Total deferred tax liabilities (5,383 ) (156 ) Net deferred tax assets before valuation allowance 11,104 2,813 Less valuation allowance (11,104 ) (2,813 ) Net deferred tax assets $ — $ — For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2021 and 2020. During the years ended December 31, 2021 and 2020, the change in the valuation allowance of $8,291 thousand and $2,432 thousand, respectively, was primarily due to the generation of additional net operating losses. The Company’s income tax returns and the amount of income or loss reported are subject to examination by the respective taxing authorities. If such examinations result in changes to the profits or losses, the tax liabilities of the Company could be changed accordingly. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 10. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. In computing net loss per share, the Company’s unvested restricted common stock and warrants are not considered participating securities. Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Diluted net loss per common share adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the three and six months ended June 30, 2022 and 2021, no instrument was determined to have a dilutive effect under the treasury method. The following table sets forth the computation of the Company’s net loss per share attributable to stockholders (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (31,663 ) $ (7,590 ) $ (57,435 ) $ (16,988 ) Weighted average common stock outstanding, basic and diluted 88,607,316 49,131,555 84,830,885 49,131,555 Net loss per common share, basic and diluted $ (0.36 ) $ (0.15 ) $ (0.68 ) $ (0.35 ) The following table presents the shares outstanding that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 CIC Restricted Stock 5,270,769 11,031,294 5,332,835 10,347,458 Convertible Notes — 2,824,167 — 1,699,657 Warrants 11,539,296 297,450 11,539,301 164,337 | 14. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. In computing net loss per share, the Company’s unvested restricted common stock and warrants are not considered participating securities. Diluted loss per common share is the same as basic loss per common share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. Diluted net loss per common share adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the year ended December 31, 2021 and 2020, no instrument was determined to have a dilutive effect. Net loss per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Subsequent to the Business Combination, net loss per share was calculated based on weighted average number of shares of common stock then outstanding. The following table sets forth the computation of the Company’s net loss per share attributable to stockholders: Year Ended December 31, 2021 2020 Net loss $ (56,093 ) $ (8,409 ) Weighted average common stock outstanding, basic and diluted 52,888,268 49,676,523 Net loss per common share, basic and diluted $ (1.06 ) $ (0.17 ) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Year Ended 2021 2020 CIC Restricted Stock 9,876,930 654,960 Warrants 1,556,628 — |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Legal Matters The Company has and may become party to various legal proceedings and other claims that arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Management is currently not aware of any matters that it expects will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. | 15. Commitments and Contingencies Legal Matters The Company has and may become party to various legal proceedings and other claims that arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Management is currently not aware of any matters that it expects will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Non-Cancelable As of December 31, 2021, the Company had non-cancelable Defined Contribution Plan The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company’s contributions to the 401(k) plan for the year ended December 31, 2021 totaled $180 thousand. The Company did not make any matching contributions to the 401(k) plan for the year ended December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16 . Related Party Transactions BrightMark Partners LLC Management Services Agreement In August 2018 , the Company entered into a management services agreement with BrightMark Partners LLC (“BrightMark”), a related party, for certain management services including management, business, operational, strategic, and advisory services. Under the agreement, management services were to be provided for an initial term of three years that automatically renewed for an additional one-year term. As consideration for the management services, the Company paid $40 thousand, including costs and expenses incurred by BrightMark on behalf of Local Bounti, as reasonably determined by both parties on a monthly basis. In March 2021 , the Company and BrightMark terminated the management services agreement. The Company incurred management fees of $120 thousand and $ thousand for the years e , and , respectively. “Accrued liabilities—related party” primarily represents amounts owed to BrightMark related to the management services agreement and were $8 thousand and $833 thousand as of December 31, 2021 and December 31, 2020, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 12. Subsequent Events The Company has evaluated subsequent events from the Condensed Consolidated Balance Sheet date through the date the Unaudited Condensed Consolidated Financial Statements were issued. The Company entered into the Second Amendment with an effective date of June 30, 2022, as described in Note 7, Debt There have been no other events or transactions that occurred subsequent to June 30, 2022 that require recognition or disclosure. | 17. Subsequent Events The Company has evaluated subsequent events from the Consolidated Balance Sheet date through March 30, 2022, the date the Consolidated Financial Statements were issued. On March 14, 2022, the Company entered into a definitive agreement to acquire California-based complementary indoor farming company Hollandia Produce Group, Inc., which operates under the name Pete’s, for total consideration of $122.5 million, subject to customary adjustments. The Pete’s Acquisition consideration will be comprised of $92.5 million in cash, expected to be provided pursuant to Local Bounti’s existing lending facility with Cargill, and the remaining $30.0 million of consideration payable in shares of Local Bounti common stock. On March 14, 2022, in connection with the Pete’s Acquisition, Pete’s also entered into a purchase and sale agreement with STORE to acquire all of the properties currently being leased by Pete’s pursuant to certain sale- leaseback Pete’s On March 14, 2022, the Company entered into an Amendment to amend the Original Credit Agreements and the Original Facilities. The Amendment provides that, subject to and upon the closing of the Pete’s Acquisition, (a) the Pete’s Acquisition will be funded pursuant to the Amended Facilities, (b) the aggregate commitment amount of the Original Facilities will be reduced to $170.0 million which is anticipated to be the amount necessary to fund the Pete’s Acquisition, the Property Acquisition, the updating of the facilities to be acquired in the Pete’s Acquisition with the Company’s Stack & Flow Technology ™ certain expansion at one facility, (c) the minimum liquidity covenant will be reduced from There have been no other events or transactions that occurred subsequent to December 31, 2021 that require recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements herein. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Management of Local Bounti is responsible for the Unaudited Condensed Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the statements herein. The Unaudited Condensed Consolidated Financial Statements do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2021 (the “Annual Financial Statements”) as filed with the SEC. In the opinion of the Company, the accompanying Unaudited Condensed Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2022, and its results of operations for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. The Condensed Consolidated Balance Sheet at December 31, 2021, was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements. There have been no material changes or updates to the Company’s significant accounting policies from those described in the Annual Financial Statements except for the updates noted below. | |
Change in Accounting Estimate | Change in Accounting Estimate The calculation of depreciation expense is based on the estimated economic useful lives of the underlying property, plant and equipment. In April 2022, the Company completed an assessment of the useful lives of machinery and equipment and certain production equipment and adjusted the estimated useful life of machinery and equipment from five years to 15 years and the estimated useful life of certain production equipment from five | Use of Estimates The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of instruments issued for stock-based compensation, inventory valuation reserve, warrant liabilities, and income taxes, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Stock Split | Stock Split On November 19, 2021, the Company effected a 1-to-4.969669 paid-in | |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. Such changes include reclassifications or combinations of certain accounts within property and equipment, net. These reclassifications have no effect on the previously reported financial position, results of operations, and cash flows. Refer to Note 5, Property and Equipment | Reclassification The Company reclassified depreciation in the Consolidated Statements of Operations for the year ended December 31, 2020 to conform to the presentation for the year ended December 31, 2021. Depreciation is no longer stated as a separate financial statement line item on the Consolidated Statements of Operations but it has instead been allocated to cost of goods sold, research and development, and selling, general and administrative expense on the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020. This reclassification had no impact on loss from operations or net loss. The Company believes this reclassification is preferable because it enhances the comparability of its Consolidated Financial Statements with those of many of its industry peers and aligns with how the Company internally manages and reviews costs and margin. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method. Accordingly, the purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the consumer products and agriculture industries and those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, competition, dependence on key personnel and key external alliances, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid, short-term investments with an original maturity date of three months or less to be cash equivalents. The Company deposits its cash and cash equivalents in a commercial bank. From time to time, cash balances in these accounts exceed the Federal Deposit Insurance Corporation insured limits. The Company mitigates exposure to credit risk by placing cash and cash equivalents with highly rated financial institutions. To date, the Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk on its cash and cash equivalents. | |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are restricted through legal contracts or regulations. On September 3, 2021, the Company entered into Credit Agreements with Cargill Financial, including the Subordinated Facility to borrow up to $50,000 thousand and the Senior Facility to borrow up to $150,000 thousand. For further detail, see Note 7, Debt. As part of the Subordinated Facility, the Company is required to establish an “Interest Reserve Account,” which is a deposit account, that contains minimum funds in an amount equal to or greater than the Minimum Interest Amount (as set forth in the Subordinated Facility agreement). The Company has drawn a total of $16,293 thousand on the Subordinated Facility as of December 31, 2021. Out of the total outstanding balance, $4,416 thousand was to fund the Interest Reserve Account and is included in “Restricted cash and cash equivalents” on the Consolidated Balance Sheet. The long-term portion of the Subordinated Facility is included in “Long-term debt” on the Consolidated Balance Sheets. | |
Accounts Receivable | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable includes billed receivables and is presented net of an allowance for doubtful accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. In establishing the required allowance, management considers historical losses, current market conditions, customers’ financial condition, the age of the receivables, and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was not material at December 31, 2021 and 2020. | |
Fair Value Measurements | Fair Value Measurements The Company measures fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1— • Level 2— • Level 3— A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |
Inventory | Inventory Inventory is carried at the lower of cost or net realizable value using the first-in, first-out The assessment of recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. Demand for produce may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than the Company’s projections. If actual demand is lower than originally projected, additional inventory write- downs may be required. | |
Property and Equipment | 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: Asset Class Estimated Useful Life Greenhouse Facility 30 years Production Equipment 5 years Office Equipment 3 years Leasehold Improvements Shorter of lease term or useful life of asset | |
Intangible Assets, Net | Intangible Assets, Net Definite-lived intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives or over the pattern in which the economic benefit is expected to be consumed. | Intangible Assets Finite-lived intangible assets consist of software. These assets are being amortized over their estimated useful lives. Finite-lived intangible assets are tested for impairment only when management has determined that potential impairment indicators are present. Intangible assets is included in “Other assets” on the Consolidated Balance Sheet. |
Goodwill | Goodwill The Company records goodwill when consideration paid in a purchase acquisition exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized but rather tested for impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate impairment may exist. The Company’s impairment tests are based on a single reporting unit structure. The goodwill impairment test consists of one step comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company did not recognize any impairment of goodwill during the periods presented. | |
Impairment Assessment | Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. | |
COVID19 and Paycheck Protection Program Loan | COVID-19 and On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) the COVID-19 outbreak Debt. | |
Leases | Leases The Consolidated Financial Statements reflect the Company’s adoption of ASU No. 2016-02, Leases (“ASC 842”) The right-of-use The Company utilizes certain practical expedients and policy elections available under ASC 842. The Company does recognize right-of-use non-lease Operating lease expenses for fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments to the lessor such as maintenance, utilities, insurance, and real estate taxes are expensed as incurred. For further discussion, see Note 9, Leases | |
Revenue Recognition | Revenue Recognition The Consolidated Financial Statements reflect the Company’s adoption of ASU 2014-09, Sale of produce: The Company’s principal business is the production and sale of sustainably grown fresh greens and herbs through CEA facilities. Revenue is recognized at a point in time when the product control is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do not include more than one performance obligation. Sale of intellectual property: Revenue is generated from the sale of intellectual property that the Company has developed. For each licensing agreement for intellectual property, the promise to deliver a license that grants the customer the right to use the intellectual property is considered to be a distinct performance obligation. Revenue from intellectual property is recognized at a point in time upon delivery of documentation of the Company’s intellectual property to the licensee. Intellectual property sold in 2021 consisted of intellectual property for salad kits, including the licensed know-how Revenue by major product or service type is as follows: Year Ended 2021 2020 (in thousands) Revenue from sale of produce $ 551 $ 82 Revenue from sale of intellectual property 87 — Total Revenue $ 638 $ 82 The Company does not have unbilled receivable balances arising from transactions with customers. Payment terms are generally between 10 to 20 days. The Company does not capitalize contract inception costs, as contracts (which are in the form of purchase orders from customers) are one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company has made the accounting policy election to exclude any sales and similar taxes from the transaction price. As a result, revenue is presented net of these taxes. | |
Research and Development | Research and Development Research and development expenses consist primarily of compensation to employees engaged in research and development activities, including salaries, and related benefits, in addition to related overhead (including depreciation, utilities and other related allocated expenses) as well as supplies and services related to the development of the Company’s growing process. Local Bounti’s research and development efforts are focused on development of the Company’s process utilizing its CEA facility. | |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, Stock-Based Compensation tranche-by-tranche | |
Advertising | Advertising Advertising expenses are expensed as incurred. The Company incurred advertising expenses of $703 thousand for the year ended December 31, 2021. Advertising expenses for the year ended December 31, 2020 were not material. Advertising expenses are included in “Selling, general and administrative” expense in the Consolidated Statements of Operations. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Consolidated Financial Statements. Under this method, 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 carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the Consolidated Statements of Operations. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. | |
Concentrations of Risk and Significant Customers | Concentrations of Risk and Significant Customers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents accounts with financial institutions which management believes to be of high-credit quality. The Company is exposed to risk in the event of default by these financial institutions or the issuers of these securities to the extent the balances are in excess of amounts that are insured by the Federal Deposit Insurance Corporation. The Company’s receivables are derived from revenue earned from customers located in the United States. The Company provides credit to its customers in the normal course of business and requires no collateral to secure accounts receivable. The Company maintains an allowance for doubtful accounts related to estimated credit losses. Significant customers are those customers who represent 10% or more of total revenue during the year or 10% or more of net accounts receivable at the balance sheet date. At December 31, 2021, there were four significant customers that accounted for approximately 81% of the Company’s accounts receivable. For the year ended December 31, 2021, four individual customers represented more than 10% of total revenue. In aggregate, these four customers represented approximately 82% of the Company’s revenue for the year ended December 31, 2021. | |
Contingencies | Contingencies Loss contingencies (other than income tax-related | |
Segment Reporting | Segment Reporting The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Co-Chief | |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Company qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. | |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40); Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, 2021-04 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, ASU 2019-12 2019-12 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the if-converted method In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 2016-13 | Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), 815-40); In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): if-converted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, ASU 2019-12 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Class Estimated Useful Life Greenhouse Facility 30 years Production Equipment 5 years Office Equipment 3 years Leasehold Improvements Shorter of lease term or useful life of asset |
Disaggregation of Revenue | Revenue by major product or service type is as follows: Year Ended 2021 2020 (in thousands) Revenue from sale of produce $ 551 $ 82 Revenue from sale of intellectual property 87 — Total Revenue $ 638 $ 82 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary allocation is as follows (in thousands): Intangible assets $ 55,019 Goodwill 36,598 Net assets acquired 55,607 Net liabilities assumed (3,776 ) Total fair value of net assets acquired: $ 143,448 |
Schedule of Identifiable Intangible Assets Acquired | The following table sets forth the fair value of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Customer relationships $ 41,700 Trade name 7,400 Non-compete 5,919 Total: $ 55,019 |
Schedule of Pro Forma Information | The following unaudited pro forma results of operations have been prepared as though the business combination was completed on January 1, 2021. Pro forma amounts are based on the preliminary purchase price allocation of the acquisition and are not necessarily indicative of results that may be reported in the future. Non-recurring Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,269 $ 5,992 $ 12,482 $ 11,413 Net loss $ (31,663 ) $ (14,410 ) $ (58,891 ) $ (36,742 ) |
Schedule of Fair Value of the Identifiable Assets Acquired | The following table sets forth the fair value of the identifiable assets acquired as of the date of the acquisition (in thousands): Land $ 13,800 Construction-in-progress 12,013 Total: $ 25,813 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Components of Inventories | Inventory consisted of the following: June 30, December 31, 2022 2021 (in thousands) Raw materials $ 1,779 $ 612 Work-in-process 209 173 Finished goods 1,591 69 Consignment — 163 Inventory allowance (473 ) (95 ) Total inventory, net $ 3,106 $ 922 | Inventories consisted of the following: December 31, 2021 2020 (in thousands) Raw materials $ 145 $ 21 Work-in-process 173 83 Finished goods 69 5 Packaging 467 182 Consignment 163 21 Inventory allowance (95 ) (69 ) Total inventory, net $ 922 $ 243 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Property and equipment consisted of the following: June 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 41,438 $ 3,683 Land 18,889 4,122 Buildings and leasehold improvements 21,593 14,141 Construction-in-progress 44,492 16,375 Less: Accumulated depreciation (2,797 ) (971 ) Property and equipment, net $ 123,615 $ 37,350 | Property and equipment consisted of the following: December 31, 2021 2020 (in thousands) Greenhouse facility $ 10,194 $ 5,203 Equipment 3,683 1,621 Land 4,122 345 Leasehold improvements 3,947 — Construction-in-progress 16,375 1,541 Right-of-use 55 — Less: Accumulated depreciation (971 ) (287 ) Property and equipment, net $ 37,405 $ 8,423 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: June 30, December 31, 2022 2021 (in thousands) Construction $ 374 $ 11,192 Insurance 1,055 2,582 Payroll 1,188 792 Production 872 461 Professional services 539 273 Other 261 720 Total accrued liabilities $ 4,289 $ 16,020 | Accrued liabilities consisted of the following: December 31, 2021 2020 (in thousands) Accrued construction expenses $ 11,192 $ — Accrued insurance 2,582 — Accrued payroll 792 1,125 Accrued agriculture expenses 461 — Accrued legal fees 273 — Accrued other 748 169 Total accrued liabilities $ 16,048 $ 1,294 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | Debt consisted of the following: June 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 85,674 — Unamortized deferred financing costs, Cargill Credit Agreements (22,992 ) (5,094 ) Total debt $ 105,182 $ 11,199 | Debt consisted of the following: December 31, 2021 2020 (in thousands) PPP loan $ — $ 104 Share settlement note — 50 Subordinated Facility 16,293 — Unamortized deferred financing costs, Cargill Credit Agreements (5,094 ) — Total debt 11,199 154 Share settlement note—short term — (50 ) Long-term debt, less current portion and Convertible Notes $ 11,199 $ 104 |
Financing Obligation (Tables)
Financing Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financing Obligation [Abstract] | |
Schedule of Financing Obligation | The following tables summarizes the financing obligation and the presentation in our Consolidated Statements of Operations for the period presented: Year Ended 2021 2020 (in thousands) Finance obligation: Amortization of financing obligation assets $ 433 $ 215 Interest on financing liabilities 1,076 475 Total financing liabilities $ 1,509 $ 690 |
Schedule of Future Payments for Financing Obligations | The following table summarizes future financing obligation payments by fiscal year: Finance For the year ending December 31, (in thousands) 2022 $ 1,479 2023 1,537 2024 1,591 2025 1,623 2026 1,655 Thereafter 26,597 Total financing obligation payments 34,482 Amount representing interest (25,294 ) Net financing obligation and asset at end of term 3,882 Total financing obligation $ 13,070 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | As of December 31, 2021, the maturities of lease liabilities under non-cancelable Operating Year ending December 31, (in thousands) 2022 $ 139 2023 96 2024 90 Total lease payments $ 325 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: June 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 22,566 $ — $ — Total $ 22,566 $ — $ — December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 96,661 $ — $ — Total $ 96,661 $ — $ — | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 96,661 $ — $ — Total $ 96,661 $ — $ — December 31, 2020 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds $ 4 $ — $ — Total $ 4 $ — $ — |
Schedule of Changes in Level 3 Fair Value Measurement for the Warrant Liability | The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis: Year Ended Convertible Warrant (in thousands) Balance as of December 31, 2020 $ — $ — Additions 26,050 1,415 Fair value measurement adjustments 5,067 10 Gain on Convertible Notes (240 ) — Interest expense on Convertible Notes (paid-in-kind) 1,364 — Settlement of Convertible Notes and Warrants (32,241 ) (1,425 ) Balance as of December 31, 2021 $ — $ — |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reverse Recapitalization | The following summarizes the Company’s common stock outstanding as of the close of the transaction: Shares % Leo sponsor shares 6,875,000 8.0 % Leo public stockholders 1,701,281 2.0 % PIPE shares 15,000,000 17.4 % Common stock issued for Legacy Local Bounti voting common stock, Legacy Local Bounti non-voting 62,482,214 72.3 % Common stock issued to certain service providers as payment for services in connection with the Business Combination 241,000 0.3 % Total common stock 86,299,495 100.0 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of the restricted common stock awards (“RSAs”) and restricted stock units (“RSUs”) activity for the six months ended June 30, 2022 is as follows: Number of Average Grant-Date Number of Average Grant-Date Unvested at December 31, 2021 5,479,451 $ 1.80 $ 2,395,789 $ 9.73 Granted — $ — $ 8,300,343 $ 5.96 Forfeited — $ — $ (121,145 ) $ 9.77 Vested (208,682 ) $ 2.66 $ (267,033 ) $ 9.26 Unvested and outstanding at June 30, 2022 5,270,769 $ 1.77 10,307,954 $ 6.71 | A summary of the change in control restricted common stock activity awards for 2021 and 2020 is as follows: Number of Shares Average Grant- Unvested at January 1, 2020 — $ — Granted 1,799,811 $ 1.27 Retroactive conversion of shares due to the Business Combination 7,144,653 $ 1.27 Unvested at December 31, 2020, as converted 8,944,464 $ 1.27 Granted 2,086,827 $ 2.66 Forfeited (904,698 ) $ 1.27 Vested (4,647,142 ) $ 1.27 Unvested at December 31, 2021 5,479,451 $ 1.80 |
Restricted Stock Unit, Activity | A summary of the change in control RSUs activity for 2021 (there was no activity prior to 2021) is as follows: Number of Average Grant- Unvested at December 31, 2020 — $ — Granted and vested 503,821 $ 9.60 Retroactive conversion of shares due to the Business Combination 2,000,003 $ 9.60 Forfeited (2,485 ) $ 9.97 Vested 2 (105,550 ) $ 6.75 Unvested and outstanding at December 31, 2021 2,395,789 $ 9.73 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s deferred tax assets and liabilities are as follows: Year Ended 2021 2020 Currently reportable expense Federal $ — $ — State — — — — Deferred benefit: Federal 6,129 1,841 State 2,163 591 8,292 2,432 Less valuation allowance (8,292 ) (2,432 ) Total provision for income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2021 2020 Gross deferred tax assets arising from Net operating loss carryforwards $ 11,619 $ 1,990 ASC 842 right-of-use 3,661 979 Capitalized SPAC transaction costs 1,207 — 16,487 2,969 Deferred tax liabilities arising from: Deferred franchise tax (598 ) — ASC 842 right-of-use (3,071 ) — Depreciation (1,714 ) (156 ) Total deferred tax liabilities (5,383 ) (156 ) Net deferred tax assets before valuation allowance 11,104 2,813 Less valuation allowance (11,104 ) (2,813 ) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s net loss per share attributable to stockholders (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (31,663 ) $ (7,590 ) $ (57,435 ) $ (16,988 ) Weighted average common stock outstanding, basic and diluted 88,607,316 49,131,555 84,830,885 49,131,555 Net loss per common share, basic and diluted $ (0.36 ) $ (0.15 ) $ (0.68 ) $ (0.35 ) | The following table sets forth the computation of the Company’s net loss per share attributable to stockholders: Year Ended December 31, 2021 2020 Net loss $ (56,093 ) $ (8,409 ) Weighted average common stock outstanding, basic and diluted 52,888,268 49,676,523 Net loss per common share, basic and diluted $ (1.06 ) $ (0.17 ) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following table presents the shares outstanding that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 CIC Restricted Stock 5,270,769 11,031,294 5,332,835 10,347,458 Convertible Notes — 2,824,167 — 1,699,657 Warrants 11,539,296 297,450 11,539,301 164,337 | The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: Year Ended 2021 2020 CIC Restricted Stock 9,876,930 654,960 Warrants 1,556,628 — |
Business Description (Details)
Business Description (Details) $ in Millions | Apr. 04, 2022 facility | Apr. 04, 2022 location | Apr. 04, 2022 state | Apr. 04, 2022 | Apr. 04, 2022 LOCATION | Mar. 14, 2022 USD ($) |
Hollandia Produce Group, Inc. (Pete's) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of greenhouse growing facilities | 3 | |||||
Number of retail locations | 10,000 | 35 | ||||
Percentage of controlled environment agriculture market share | 80% | |||||
Hollandia Produce Group, Inc. (Pete's) [Member] | CALIFORNIA | ||||||
Business Acquisition [Line Items] | ||||||
Number of operating facilities | 2 | |||||
Hollandia Produce Group, Inc. (Pete's) [Member] | GEORGIA | ||||||
Business Acquisition [Line Items] | ||||||
Number of operating facilities | 1 | |||||
Hollandia Produce Group, Inc. (Pete's) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of retail locations | LOCATION | 10,000 | |||||
Hollandia Produce Group, Inc. (Pete's) [Member] | Subsequent Event | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate consideration | $ | $ 122.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies -Stock Split (Details) | 12 Months Ended | |
Nov. 19, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Stock splits ratio | 4.969669 | 4.969669 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 03, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Restricted cash and cash equivalents | $ 18,583 | $ 4,416 | $ 0 | $ 0 | ||
Subordinated Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | 42,500 | 16,293 | $ 0 | |||
Subordinated Facility | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 50,000 | $ 50,000 | ||||
Long term debt outstanding | 16,293 | |||||
Senior Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | $ 85,674 | 0 | ||||
Senior Facility | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 150,000 | $ 150,000 | ||||
Long term debt outstanding | 0 | |||||
Senior Facility | Loans Payable | Previously Reported [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | $ 16,293 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Greenhouse Facility | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 30 years | ||
Production Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | 5 years | 5 years |
Office Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - COVID-19 and Paycheck Protection Program Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||
Proceeds from issuance of debt | $ 111,881 | $ 10,500 | $ 26,793 | $ 453 | |
PPP loan | |||||
Short-term Debt [Line Items] | |||||
Proceeds from issuance of debt | $ 104 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | $ 6,269 | $ 108 | $ 6,551 | $ 165 | $ 638 | $ 82 |
Sale of produce | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | 551 | 82 | ||||
Sale of intellectual property | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Revenue | $ 87 | $ 0 | ||||
Minimum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue payment terms | 10 days | |||||
Maximum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue payment terms | 20 days |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Advertising expense | $ 703 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentrations of Risk and Significant Customers (Details) - Customer Concentration Risk - Four Significant Customers | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 81% |
Revenue | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 82% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | $ (1,285) | $ (125) | $ (1,826) | $ (250) | $ (684) | $ (287) | |
Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 10 years | 5 years | 5 years | ||||
Machinery and Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 15 years | 5 years | |||||
Change In Useful Life Of Property Plant And Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | $ 117 |
Business Combination and Reca_2
Business Combination and Recapitalization (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Nov. 19, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Reverse Recapitalization [Abstract] | ||
Stock splits ratio | 4.969669 | 4.969669 |
Number of shares issued in transaction (in shares) | shares | 15,000,000 | |
Share price (in dollars per share) | $ / shares | $ 10 | |
Consideration from PIPE Financing | $ 150,000 | |
Aggregate consideration for the Business Combination and proceeds from PIPE Financing | $ 150,000 | |
Retroactive conversion of shares due to Business Combination | shares | 83,514,977 | |
Transaction costs incurred, reverse recapitalization transaction | $ 34,773 | |
Adjustments to additional paid in capital, reverse recapitalization transaction | 30,422 | $ 30,422 |
Professional fees incurred, reverse recapitalization transaction | $ 4,351 |
Acquisitions - Business Combina
Acquisitions - Business Combination - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 04, 2022 USD ($) LOCATION shares | Mar. 14, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Consideration transferred, equity interests issued and issuable | $ 30,000 | |||
STORE Master Funding XVIII, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred | $ 25,800 | |||
Hollandia Produce Group, Inc. (Pete's) | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares acquired | 100% | |||
Number of retail locations | LOCATION | 10,000 | |||
Payments to acquire businesses | $ 92,500 | |||
Number of shares issued (in shares) | shares | 5,654,600 | |||
Consideration transferred, equity interests issued and issuable | $ 50,900 | |||
Acquisition related costs | $ 344,000 | $ 4,245,000 | ||
Revenue of acquiree since acquisition date | 5,839 | |||
Net loss of acquiree since acquisition date | $ (2,429) | |||
Customer Relationships [Member] | Hollandia Produce Group, Inc. (Pete's) | ||||
Business Acquisition [Line Items] | ||||
Acquired finite-lived intangible assets, weighted average useful life | 16 years | |||
Trade Names [Member] | Hollandia Produce Group, Inc. (Pete's) | ||||
Business Acquisition [Line Items] | ||||
Acquired finite-lived intangible assets, weighted average useful life | 7 years | |||
Noncompete Agreements [Member] | Hollandia Produce Group, Inc. (Pete's) | ||||
Business Acquisition [Line Items] | ||||
Acquired finite-lived intangible assets, weighted average useful life | 18 months |
Acquisitions - Identified Asset
Acquisitions - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 04, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 36,598 | |
Hollandia Produce Group, Inc. (Pete's) | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 55,019 | |
Goodwill | 36,598 | |
Net assets acquired | 55,607 | |
Net liabilities assumed | (3,776) | |
Total fair value of net assets acquired: | $ 143,448 |
Acquisitions - Identifiable Int
Acquisitions - Identifiable Intangible Assets Acquired (Details) - Hollandia Produce Group, Inc. (Pete's) $ in Thousands | Apr. 04, 2022 USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 55,019 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | 41,700 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | 7,400 |
Noncompete Agreements [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | $ 5,919 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Hollandia Produce Group, Inc. (Pete's) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Sales | $ 6,269 | $ 5,992 | $ 12,482 | $ 11,413 |
Net loss | $ (31,663) | $ (14,410) | $ (58,891) | $ (36,742) |
Acquisitions - Asset Acquisitio
Acquisitions - Asset Acquisition (Details) - STORE Master Funding XVIII, LLC [Member] $ in Thousands | Apr. 04, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Land | $ 13,800 |
Construction-in-progress | 12,013 |
Total: | $ 25,813 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Raw materials | $ 1,779 | $ 612 | |
Work-in-process | 209 | 173 | $ 83 |
Finished goods | 1,591 | 69 | 5 |
Packaging | 467 | 182 | |
Consignment | 0 | 163 | 21 |
Inventory allowance | (473) | (95) | (69) |
Total inventory, net | $ 3,106 | 922 | 243 |
Previously Reported [Member] | |||
Raw materials | $ 145 | $ 21 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Right-of-use asset (lease) | $ 55 | |||||
Less: Accumulated depreciation | $ (2,797) | $ (2,797) | (971) | $ (287) | ||
Property and equipment, net | 123,615 | 123,615 | 37,350 | |||
Property and equipment, net | 37,405 | 8,423 | ||||
Depreciation | 1,285 | $ 125 | 1,826 | $ 250 | 684 | 287 |
Greenhouse Facility | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 10,194 | 5,203 | ||||
Equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 3,683 | 1,621 | ||||
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 18,889 | 18,889 | 4,122 | 345 | ||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 3,947 | 0 | ||||
Construction-in-progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 44,492 | 44,492 | 16,375 | $ 1,541 | ||
Machinery Equipment And Vehicles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | 41,438 | 41,438 | 3,683 | |||
Building And Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, Plant and Equipment, Gross | $ 21,593 | $ 21,593 | $ 14,141 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Construction | $ 374 | $ 11,192 | $ 0 |
Insurance | 1,055 | 2,582 | 0 |
Payroll | 1,188 | 792 | 1,125 |
Production | 872 | 461 | |
Accrued agriculture expenses | 461 | 0 | |
Professional services | 539 | 273 | 0 |
Other | 261 | 720 | |
Accrued other | 748 | 169 | |
Total accrued liabilities | $ 4,289 | 16,020 | |
Total accrued liabilities | $ 16,048 | $ 1,294 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs, Cargill Credit Agreements | $ (22,992) | $ (5,094) | $ 0 |
Total debt | 105,182 | 11,199 | 154 |
Share settlement note—short term | 0 | (50) | |
Long-term debt, less current portion and Convertible Notes | 105,182 | 11,199 | 104 |
PPP loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 104 | |
Share settlement note | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 50 | |
Subordinated Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 42,500 | 16,293 | $ 0 |
Senior Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 85,674 | $ 0 |
Debt - Share Settlement Note (D
Debt - Share Settlement Note (Details) - Share settlement note $ in Thousands | 1 Months Ended |
Apr. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |
Debt, face amount | $ 80 |
Interest rate percentage | 0.91% |
Debt monthly payments | $ 5 |
Debt - Short Term Loan (Details
Debt - Short Term Loan (Details) - Loans Payable $ in Thousands | Jan. 31, 2021 USD ($) |
Short-term Debt [Line Items] | |
Debt, face amount | $ 500 |
Interest rate percentage | 5.25% |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Gain on extinguishment of debt | $ (939) | $ 0 | |
Convertible Debt | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt, face amount | $ 26,050 | ||
Interest rate percentage | 8% | ||
Conversion price multiplier | 85% | ||
Interest expense | $ 1,364 | ||
Gain on extinguishment of debt | $ 240 |
Debt - Agreements with Cargill
Debt - Agreements with Cargill Financial (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 04, 2022 USD ($) shares | Mar. 14, 2022 USD ($) | Sep. 03, 2021 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 11, 2022 USD ($) qtr | Apr. 03, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Minimum liquidity covenant | $ 30,000 | |||||||||||
Issuance of common stock for debt modification | $ 17,416 | $ 17,416 | $ 0 | |||||||||
Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Minimum liquidity covenant | $ 20,000 | |||||||||||
Debt amendment fee | $ 2,000 | |||||||||||
Subordinated Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt outstanding | 42,500 | 42,500 | 16,293 | $ 0 | ||||||||
Senior Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt outstanding | 85,674 | 85,674 | $ 0 | |||||||||
Senior Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt basis spread on variable rate | 5.50% | |||||||||||
Senior Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt basis spread on variable rate | 6.50% | |||||||||||
Cargill Credit Agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused capacity, commitment fee percentage | 125% | |||||||||||
Secured Debt | Cargill Loan Due March 2022 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt, face amount | $ 10,000 | |||||||||||
Interest rate percentage | 8% | |||||||||||
Equity warrant coverage, percentage | 25% | |||||||||||
Debt instrument, equity warrant coverage terms, percentage of lowest cash price per share | 85% | |||||||||||
Loans Payable | Subordinated Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt, face amount | $ 50,000 | $ 50,000 | ||||||||||
Interest rate percentage | 12.50% | 10.50% | ||||||||||
Long term debt outstanding | $ 16,293 | |||||||||||
Debt, increase of interest rate | 0.02 | |||||||||||
Loans Payable | Subordinated Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, interest amount | 5,200 | 5,200 | ||||||||||
Loans Payable | Senior Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt, face amount | $ 150,000 | $ 150,000 | ||||||||||
Long term debt outstanding | 0 | |||||||||||
Loans Payable | Senior Facility | Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, interest amount, measurement period, number of calendar quarter | qtr | 4 | |||||||||||
Loans Payable | Senior Facility | Minimum | Subsequent Event [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, interest amount | $ 0 | |||||||||||
Loans Payable | Senior Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt basis spread on variable rate | 7.50% | |||||||||||
Loans Payable | Senior Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, interest amount | 9,100 | 9,100 | ||||||||||
Loans Payable | Senior Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt basis spread on variable rate | 8.50% | |||||||||||
Loans Payable | First Amendment Of Original Credit Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt, face amount | $ 170,000 | |||||||||||
Minimum liquidity covenant | 20,000 | $ 30,000 | ||||||||||
Debt amendment fee | $ 2,000 | |||||||||||
Issuance of common stock for debt modification (in shares) | shares | 1,932,931 | |||||||||||
Debt issuance cost write off | $ 735 | |||||||||||
Loans Payable | Second Amendment Of Original Credit Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused capacity, commitment fee percentage | 125% | |||||||||||
Cash required to be held in debt service reserve account | 7,200 | $ 7,200 | ||||||||||
Debt covenant, interest reserve account balance | $ 18,583 | $ 18,583 | $ 4,416 |
Financing Obligation - Narrativ
Financing Obligation - Narrative (Details) $ in Thousands | 1 Months Ended |
Jun. 30, 2020 USD ($) | |
Financing Obligation [Abstract] | |
Consideration | $ 6,885 |
Sale and finance leaseback transaction, initial lease term | 15 years |
Sale and finance leaseback transaction, number of extensions | 3 |
Sale and finance leaseback transaction, extension period | 5 years |
Management services agreement, annual fee | $ 50 |
Management services agreement, initial term | 3 years |
Management services agreement, autorenewal period | 1 year |
Management services agreement, termination notice period | 30 days |
Sale and finance leaseback transaction, imputed interest rate | 11.60% |
Financing Obligation - Schedule
Financing Obligation - Schedule of Financing Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Obligation [Abstract] | ||
Amortization of financing obligation assets | $ 433 | $ 215 |
Interest on financing liabilities | 1,076 | 475 |
Total financing liabilities | $ 1,509 | $ 690 |
Financing Obligation - Schedu_2
Financing Obligation - Schedule of Future Financing Obligation Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
2022 | $ 1,479 | ||
2023 | 1,537 | ||
2024 | 1,591 | ||
2025 | 1,623 | ||
2026 | 1,655 | ||
Thereafter | 26,597 | ||
Total financing obligation payments | 34,482 | ||
Amount representing interest | (25,294) | ||
Net financing obligation and asset at end of term | 3,882 | ||
Total financing obligation | $ 14,190 | $ 13,070 | $ 9,216 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expenses | $ 377 | $ 37 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 139 |
2023 | 96 |
2024 | 90 |
Total lease payments | $ 325 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Assets and Liabilities at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | |||
Assets: | |||
Assets, fair value | $ 22,566 | $ 96,661 | $ 4 |
Level 1 | Money market funds, included in cash and cash equivalents | |||
Assets: | |||
Assets, fair value | 22,566 | 96,661 | 4 |
Level 2 | |||
Assets: | |||
Assets, fair value | 0 | 0 | 0 |
Level 2 | Money market funds, included in cash and cash equivalents | |||
Assets: | |||
Assets, fair value | 0 | 0 | 0 |
Level 3 | |||
Assets: | |||
Assets, fair value | 0 | 0 | 0 |
Level 3 | Money market funds, included in cash and cash equivalents | |||
Assets: | |||
Assets, fair value | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Fair Value Measurement for Warranty Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Convertible Notes | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 0 |
Additions | 26,050 |
Fair value measurement adjustments | 5,067 |
Gain on Convertible Notes | (240) |
Interest expense on Convertible Notes (paid-in-kind) | 1,364 |
Settlement of Convertible Notes and Warrants | (32,241) |
Ending balance | 0 |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Additions | 1,415 |
Fair value measurement adjustments | 10 |
Gain on Convertible Notes | 0 |
Interest expense on Convertible Notes (paid-in-kind) | 0 |
Settlement of Convertible Notes and Warrants | (1,425) |
Ending balance | $ 0 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 19, 2021 Day $ / shares shares | Apr. 30, 2020 USD ($) | Dec. 31, 2021 Day $ / shares shares | Dec. 31, 2019 USD ($) | Jun. 30, 2022 $ / shares shares | Nov. 22, 2021 $ / shares shares | Nov. 20, 2021 shares | Dec. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock authorized (in shares) | 100,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock, shares outstanding (in shares) | 86,299,495 | 86,344,881 | 94,168,464 | 86,299,495 | 58,076,019 | |||
Warrants outstanding (in shares) | 10,833,333 | 10,833,333 | 11,539,216 | |||||
Number of vote per share | Day | 1 | |||||||
Number of shares issued in transaction (in shares) | 15,000,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Warrant price (in dollars per share) | $ / shares | $ 11.5 | |||||||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||||
Warrants issued (in shares) | 705,883 | |||||||
Settlement to repurchase restricted shares, amount | $ | $ 80 | $ 149 | ||||||
Number of securities called by each warrant (in shares) | 1 | |||||||
Warrant exercise term, period after closing | 30 days | |||||||
Warrant redemption, written notice period | 30 days | |||||||
Warrant redemption, threshold consecutive trading days | Day | 20 | |||||||
Warrant redemption, threshold trading period | Day | 30 | |||||||
Warrant redemption, period before redemption notice sent | Day | 3 | |||||||
Share settlement note | ||||||||
Class of Stock [Line Items] | ||||||||
Debt, face amount | $ | $ 80 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Common Stock Outstanding (Details) - shares | Nov. 19, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 20, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 86,299,495 | 94,168,464 | 86,344,881 | 86,299,495 | 58,076,019 |
Common stock, shares, outstanding, percentage | 100% | ||||
Issuance of common stock (in shares) | 15,000,000 | ||||
Issuance of common stock, percentage | 17.40% | ||||
Merger recapitalization, net of issuance costs (in shares) | 62,482,214 | ||||
Merger recapitalization, net of issuance costs, percentage | 72.30% | ||||
Stock issued during period, shares, issued for services (in shares) | 241,000 | ||||
Stock issued during period, shares, issued for services, percentage | 0.30% | ||||
Sponsor Shares | Leo | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 6,875,000 | ||||
Common stock, shares, outstanding, percentage | 8% | ||||
Public Shares | Leo | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 1,701,281 | ||||
Common stock, shares, outstanding, percentage | 2% |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 19, 2021 shares | Nov. 30, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Jun. 27, 2019 STOCKHOLDER TERM $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock splits ratio | 4.969669 | 4.969669 | |||||||
Awards outstanding (in shares) | shares | 12,630,417 | ||||||||
Award vesting period | 2 years 4 months 2 days | ||||||||
Cost not yet recognized, amount | $ 6,219 | ||||||||
Stock-based compensation expense | $ 11,696 | $ 0 | $ 22,709 | $ 4,942 | |||||
Restricted Common Stock Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock splits ratio | 4.969669 | ||||||||
Award vesting period | 4 years | ||||||||
Total expenses | $ 9,551 | $ 0 | |||||||
Cost not yet recognized, amount | 4,462 | 4,462 | |||||||
Stock-based compensation expense | 841 | $ 1,758 | |||||||
Cost not yet recognized, period for recognition | 1 year 11 months 19 days | ||||||||
Restricted Common Stock Awards | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting rights | 10% | ||||||||
Restricted Common Stock Awards | Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of vesting rights | 30% | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 2 years 7 months 17 days | ||||||||
Total expenses | $ 3,402 | $ 0 | |||||||
Cost not yet recognized, amount | 47,617 | $ 47,617 | $ 20,616 | ||||||
Stock-based compensation expense | $ 10,855 | $ 0 | $ 20,951 | $ 0 | |||||
Cost not yet recognized, period for recognition | 2 years 7 months 9 days | ||||||||
Restricted Stock Units (RSUs) | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 months | ||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years | ||||||||
2020 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares of common stock may be issued or issuable (in shares) | shares | 2,250,000 | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant (in shares) | shares | 2,541,501 | 3,250,000 | |||||||
Stock Restriction Agreements | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stockholders participated | STOCKHOLDER | 2 | ||||||||
Cash purchase price (in dollars per share) | $ / shares | $ 19.67 | ||||||||
Number of quarterly installments to repurchase | TERM | 12 | ||||||||
Stock-based compensation expense | $ 4,942 | $ 3,295 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Common Stock Awards and Restricted Stock Units Activity (Details) | 6 Months Ended | 12 Months Ended | |||||
Nov. 19, 2021 | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | ||||
Average Grant-Date Fair Value | |||||||
Stock splits ratio | 4.969669 | 4.969669 | |||||
Restricted Common Stock Awards | |||||||
Number of Shares of Restricted Common Stock Awards | |||||||
Unvested beginning balance (in shares) | 5,479,451 | 8,944,464 | 0 | ||||
Granted (in shares) | 2,086,827 | 1,799,811 | |||||
Retroactive conversion of shares due to the business combination (in shares) | 7,144,653 | ||||||
Forfeited (in shares) | (904,698) | ||||||
Vested (in shares) | (208,682) | (4,647,142) | |||||
Unvested ending balance (in shares) | 5,270,769 | 5,479,451 | 8,944,464 | ||||
Average Grant-Date Fair Value | |||||||
Unvested beginning balance (in dollars per share) | $ / shares | [1] | $ 1.8 | $ 1.27 | $ 0 | |||
Granted (in dollars per share) | $ / shares | [1] | 2.66 | 1.27 | ||||
Retroactive conversion of shares due to the business combination (in dollars per share) | $ / shares | [1] | 1.27 | |||||
Forfeited (in dollars per share) | $ / shares | [1] | 1.27 | |||||
Vested (in dollars per share) | $ / shares | 2.66 | 1.27 | [1] | ||||
Unvested ending balance (in dollars per share) | $ / shares | $ 1.77 | $ 1.8 | [1] | $ 1.27 | [1] | ||
Stock splits ratio | 4.969669 | ||||||
Restricted Stock Units (RSUs) | |||||||
Number of Shares of Restricted Common Stock Awards | |||||||
Unvested beginning balance (in shares) | 2,395,789 | 0 | |||||
Granted (in shares) | 8,300,343 | ||||||
Granted and vested (in shares) | 503,821 | ||||||
Retroactive conversion of shares due to the business combination (in shares) | 2,000,003 | ||||||
Forfeited (in shares) | (121,145) | (2,485) | |||||
Vested (in shares) | (267,033) | (105,550) | [2] | ||||
Unvested ending balance (in shares) | 10,307,954 | 2,395,789 | 0 | ||||
Average Grant-Date Fair Value | |||||||
Unvested beginning balance (in dollars per share) | $ / shares | [1] | $ 9.73 | $ 0 | ||||
Granted (in dollars per share) | $ / shares | 5.96 | ||||||
Granted and vested (in dollars per share) | $ / shares | [1] | 9.6 | |||||
Retroactive conversion of shares due to the business combination (in dollars per share) | $ / shares | [1] | 9.6 | |||||
Forfeited (in dollars per share) | $ / shares | 9.77 | 9.97 | [1] | ||||
Vested (in dollars per share) | $ / shares | 9.26 | 6.75 | [1],[2] | ||||
Unvested ending balance (in dollars per share) | $ / shares | $ 6.71 | $ 9.73 | [1] | $ 0 | [1] | ||
Restricted stock issued for tax withholdings (in shares) | 45,396 | ||||||
[1]These amounts give effect to the 1-to-4.969669 Stock Split in connection with the Business Combination that occurred on November 19, 2021.[2]These shares were net settled for 45,396 shares to cover the required withholding tax upon vesting. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Federal and state net operating losses | 41,800 | 7,200 |
Change of valuation allowance | $ 8,291 | $ 2,432 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Currently reportable expense | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total | 0 | 0 |
Deferred benefit: | ||
Federal | 6,129 | 1,841 |
State | 2,163 | 591 |
Total | 8,292 | 2,432 |
Less valuation allowance | (8,292) | (2,432) |
Total provision for income tax expense | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,619 | $ 1,990 |
ASC 842 right-of-use asset and liability | 3,661 | 979 |
Capitalized SPAC transaction costs | 1,207 | 0 |
Deferred tax assets, gross | 16,487 | 2,969 |
Deferred franchise tax | (598) | 0 |
ASC 842 right-of-use asset | (3,071) | 0 |
Depreciation | (1,714) | (156) |
Total deferred tax liabilities | (5,383) | (156) |
Net deferred tax assets before valuation allowance | 11,104 | 2,813 |
Less valuation allowance | (11,104) | (2,813) |
Net deferred tax assets | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (31,663) | $ (25,772) | $ (7,590) | $ (9,398) | $ (57,435) | $ (16,988) | $ (56,093) | $ (8,409) |
Net loss, basic | (31,663) | (7,590) | (57,435) | (16,988) | ||||
Net loss, diluted | $ (31,663) | $ (7,590) | $ (57,435) | $ (16,988) | ||||
Weighted average common stock outstanding, basic (in shares) | 88,607,316 | 49,131,555 | 84,830,885 | 49,131,555 | 52,888,268 | 49,676,523 | ||
Weighted average common stock outstanding, diluted (in shares) | 88,607,316 | 49,131,555 | 84,830,885 | 49,131,555 | 52,888,268 | 49,676,523 | ||
Net loss per common share, basic (in dollars per share) | $ (0.36) | $ (0.15) | $ (0.68) | $ (0.35) | $ (1.06) | $ (0.17) | ||
Net loss per common share, diluted (in dollars per share) | $ (0.36) | $ (0.15) | $ (0.68) | $ (0.35) | $ (1.06) | $ (0.17) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CIC Restricted Stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,270,769 | 11,031,294 | 5,332,835 | 10,347,458 | 9,876,930 | 654,960 |
Convertible Notes | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,824,167 | 0 | 1,699,657 | |||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,539,296 | 297,450 | 11,539,301 | 164,337 | 1,556,628 | 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable purchase commitments amount | $ 1,004 |
Employer contribution amount | $ 180 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Aug. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Management services agreement, initial term | 3 years | |||
Accrued liabilities - related party | $ 8 | $ 833 | ||
BrightMark | Management Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Management services agreement, initial term | 3 years | |||
Management services agreement renewal term | 1 year | |||
Related party transaction, amount | $ 40 | |||
Management fees | 120 | 628 | ||
Accrued liabilities - related party | $ 8 | $ 833 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Apr. 04, 2022 | Mar. 14, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Consideration transferred, equity interests issued and issuable | $ 30 | ||
Minimum liquidity covenant | $ 30 | ||
Hollandia Produce Group, Inc. (Pete's) | |||
Subsequent Event [Line Items] | |||
Payments to acquire businesses | $ 92.5 | ||
Consideration transferred, equity interests issued and issuable | $ 50.9 | ||
Number of shares issued (in shares) | 5,654,600 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Credit facility, amended aggregate commitment amount | 170 | ||
Minimum liquidity covenant | 20 | ||
Debt amendment fee | $ 2 | ||
Subsequent Event | Senior Facility | Loans Payable | |||
Subsequent Event [Line Items] | |||
Debt, increase of applicable margin | 2% | ||
Subsequent Event | Hollandia Produce Group, Inc. (Pete's) | |||
Subsequent Event [Line Items] | |||
Aggregate consideration | $ 122.5 | ||
Payments to acquire businesses | 92.5 | ||
Consideration transferred, equity interests issued and issuable | 30 | ||
Aggregate purchase price | $ 25.8 | ||
Number of shares issued (in shares) | 1,932,931 |