Local Bounti (LOCL) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40125
Entity Registrant Name	Local Bounti Corporation/DE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1584830
Entity Address, Address Line One	400 W. Main St.
Entity Address, City or Town	Hamilton,
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59840
City Area Code	(800)
Local Phone Number	640-4016
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		103,675,971
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001840780
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value of $0.0001 per share
Trading Symbol	LOCL
Security Exchange Name	NYSE
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	LOCL WS
Security Exchange Name	NYSE

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 4,227	$ 96,661
Restricted cash and cash equivalents	19,754	4,416
Accounts receivable, net	2,221	110
Inventory, net	3,777	922
Prepaid expenses and other current assets	3,303	3,399
Total current assets	33,282	105,508
Property and equipment, net	140,363	37,350
Operating lease right-of-use assets	156	55
Goodwill	38,476	0
Intangible assets, net	48,949	0
Other assets	903	1,017
Total assets	262,129	143,930
Current liabilities
Accounts payable	8,099	1,920
Accrued liabilities	6,712	16,020
Operating lease liabilities	63	28
Total current liabilities	14,874	17,968
Long-term debt	113,584	11,199
Financing obligation	14,241	13,070
Operating lease liabilities, noncurrent	84	10
Total liabilities	142,783	42,247
Commitments and contingencies
Stockholders' equity
Common stock, $0.0001 par value, 400,000,000 shares authorized, 94,330,198 and 86,344,881 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	9	9
Additional paid-in capital	272,118	169,916
Accumulated deficit	(152,781)	(68,242)
Total stockholders' equity	119,346	101,683
Total liabilities and stockholders' equity	$ 262,129	$ 143,930

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)		86,344,881
Common stock, shares outstanding (in shares)		86,344,881

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Sales		$ 6,285	$ 159	$ 12,836	$ 324
Cost of goods sold	[1],[2],[3]	5,015	155	11,535	281
Gross profit		1,270	4	1,301	43
Operating expenses:
Research and development	[1],[2]	3,019	1,418	8,933	2,573
Selling, general and administrative	[1],[2]	20,239	4,269	64,741	15,525
Total operating expenses		23,258	5,687	73,674	18,098
Loss from operations		(21,988)	(5,683)	(72,373)	(18,055)
Other income (expense):
Management fee income		38	18	96	62
Convertible Notes fair value adjustment		0	(2,083)	0	(5,067)
Interest expense, net		(5,154)	(3,079)	(12,262)	(4,752)
Other income and expense		0	(7)	0	(10)
Net loss		$ (27,104)	$ (10,834)	$ (84,539)	$ (27,822)
Net loss applicable to common stockholders per basic common share:
Basic (in dollars per share)		$ (0.30)	$ (0.22)	$ (0.98)	$ (0.57)
Diluted (in dollars per share)		$ (0.30)	$ (0.22)	$ (0.98)	$ (0.57)
Weighted average common shares outstanding:
Basic (in shares)		89,245,019	49,131,555	86,318,432	49,131,555
Diluted (in shares)		89,245,019	49,131,555	86,318,432	49,131,555
[1]Amounts include depreciation and amortization as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 921 $ 12 $ 1,874 $ 32 Research and development 229 113 760 328 Selling, general and administrative 1,757 17 4,195 32 Total depreciation and amortization $ 2,907 $ 142 $ 6,829 $ 392 Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ 29 $ — $ 81 $ — Research and development 419 — 1,389 — Selling, general and administrative 10,459 — 32,146 4,942 Total stock-based compensation expense $ 10,907 $ — $ 33,616 $ 4,942 Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of goods sold $ — $ — $ 1,042 $ — Total business combination fair value basis adjustment to inventory $ — $ — $ 1,042 $ —

UNAUDITED CONDENSED CONSOLIDA_4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock Voting Common Stock	Common Stock Non-Voting Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		58,076,019	8,944,465
Beginning balance at Dec. 31, 2020	$ (2,571)	$ 1	$ 0	$ 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		58,076,019	11,031,294
Ending balance at Mar. 31, 2021	(7,027)	$ 1	$ 0	14,519	(21,547)
Beginning balance (in shares) at Dec. 31, 2020		58,076,019	8,944,465
Beginning balance at Dec. 31, 2020	(2,571)	$ 1	$ 0	9,577	(12,149)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for debt modification	0
Net loss	(27,822)
Ending balance (in shares) at Sep. 30, 2021		58,076,019	11,031,294
Ending balance at Sep. 30, 2021	(25,451)	$ 1	$ 0	14,519	(39,971)
Beginning balance (in shares) at Mar. 31, 2021		58,076,019	11,031,294
Beginning balance at Mar. 31, 2021	(7,027)	$ 1	$ 0	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		58,076,019	11,031,294
Ending balance at Jun. 30, 2021	(14,617)	$ 1	$ 0	14,519	(29,137)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,834)				(10,834)
Ending balance (in shares) at Sep. 30, 2021		58,076,019	11,031,294
Ending balance at Sep. 30, 2021	(25,451)	$ 1	$ 0	14,519	(39,971)
Beginning balance (in shares) at Dec. 31, 2021		86,344,881	0
Beginning balance at Dec. 31, 2021	101,683	$ 9	$ 0	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		86,465,757	0
Ending balance at Mar. 31, 2022	86,953	$ 9	$ 0	180,958	(94,014)
Beginning balance (in shares) at Dec. 31, 2021		86,344,881	0
Beginning balance at Dec. 31, 2021	101,683	$ 9	$ 0	169,916	(68,242)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for debt modification	17,416
Net loss	(84,539)
Ending balance (in shares) at Sep. 30, 2022		94,330,198	0
Ending balance at Sep. 30, 2022	119,346	$ 9	$ 0	272,118	(152,781)
Beginning balance (in shares) at Mar. 31, 2022		86,465,757	0
Beginning balance at Mar. 31, 2022	86,953	$ 9	$ 0	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		94,168,464	0
Ending balance at Jun. 30, 2022	135,437	$ 9	$ 0	261,105	(125,677)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units, net (in shares)		161,734
Stock-based compensation	11,013			11,013
Net loss	(27,104)				(27,104)
Ending balance (in shares) at Sep. 30, 2022		94,330,198	0
Ending balance at Sep. 30, 2022	$ 119,346	$ 9	$ 0	$ 272,118	$ (152,781)

UNAUDITED CONDENSED CONSOLIDA_5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net loss	$ (84,539)	$ (27,822)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,477	392
Amortization of intangible assets	3,352	0
Stock-based compensation expense	33,616	4,942
Bad debt allowance	11	4
Inventory valuation allowance	323	(17)
Loss on disposal of property and equipment	252	0
Change in fair value - Convertible Notes	0	5,067
Change in fair value - Warrant	0	10
Amortization of debt issuance costs	2,791	1,721
Changes in operating assets and liabilities:
Accounts receivable	(68)	(85)
Inventory	2	(370)
Prepaid expenses and other current assets	976	(5,110)
Other assets	2,326	115
Accounts payable	5,114	1,673
Operating lease liabilities	6	0
Accrued liabilities	(4,849)	4,200
Net cash used in operating activities	(37,210)	(15,280)
Investing Activities:
Purchases of property and equipment	(40,863)	(14,193)
Asset acquisition	(25,813)	0
Business combination, net of cash acquired	(90,552)	0
Net cash used in investing activities	(157,228)	(14,193)
Financing Activities:
Proceeds from issuance of Convertible Notes, net	0	26,000
Proceeds from financing obligations	333	3,529
Proceeds from issuance of debt	119,351	26,793
Payment of debt issuance costs	(2,342)	(1,448)
Repayment of debt	0	(10,654)
Net cash provided by financing activities	117,342	44,220
Net (decrease) increase in cash and cash equivalents and restricted cash	(77,096)	14,747
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	101,077	45
Cash and cash equivalents and restricted cash and cash equivalents at end of period	23,981	14,792
Reconciliation of cash, cash equivalents, and restricted cash from the Unaudited Condensed Consolidated Balance Sheets to the Unaudited Condensed Consolidated Statements of Cash Flows
Cash and cash equivalents	4,227	10,376
Restricted cash and cash equivalents	19,754	4,416
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Condensed Consolidated Statements of Cash Flows	23,981	14,792
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	7,168	3,062
Stock-based compensation capitalized to property and equipment, net	222	0
Non-cash financing obligation activity	840	0
Issuance of common stock for debt modification	17,416	0
Non-cash proceeds from issuance of Convertible Notes for services provided	$ 0	$ 50

UNAUDITED CONDENSED CONSOLIDA_6

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Total business combination fair value basis adjustment to inventory	$ 0	$ 0	$ 1,042	$ 0
Total stock-based compensation expense	10,907	0	33,616	4,942
Total depreciation and amortization	2,907	142	6,829	392
Cost of goods sold
Total business combination fair value basis adjustment to inventory	0	0	1,042	0
Total stock-based compensation expense	29	0	81	0
Total depreciation and amortization	921	12	1,874	32
Research and development
Total stock-based compensation expense	419	0	1,389	0
Total depreciation and amortization	229	113	760	328
Selling, general and administrative
Total stock-based compensation expense	10,459	0	32,146	4,942
Total depreciation and amortization	$ 1,757	$ 17	$ 4,195	$ 32

Business Description

Business Description	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description	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 s ustainably grown living lettuce, herbs, and loose leaf lettuce. The Company is a controlled environment agriculture ("CEA") company that utilizes patent pending Stack & Flow Technology TM , which is a hybrid of vertical and hydroponic greenhouse farming, to grow healthy food sustainably and affordably. Through the Company's CEA process, its goal is to produce environmentally sustainable products in a 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 and use significantly less pesticides and herbicides than traditional farming operations. On April 4, 2022, the Company acquired California-based complementary indoor farming company Hollandia Produce Group, Inc. and its subsidiaries (the "Pete's Acquisition"), which operate under the name Pete’s ("Pete's"). Pete’s is a California-based indoor farming compan y with three greenhouse growing facilities, including two in California and one in Georgia. The Georgia facility became operational in July 2022. Pete’s has distribution to approx imately 10,000 retail locations across 35 U.S. states and Canadian provinces, primarily through direct relationships with blue-chip retail customers, including Albertsons, Kroger, Target, Walmart, Whole Foods, and AmazonFresh. Pete’s primary products include living butter lettuce as well as packaged salad and cress. See Note 3, Acquisitions , for additional discussion of the Pete's Acquisition.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies 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 to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. 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 and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. New Accounting Pronouncements There have been no new accounting pronouncements recently issued or newly effective that had or are expected to have a material impact on the Unaudited Condensed Consolidated Financial Statements apart from those described in the Annual Financial Statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Business Combination On April 4, 2022, the Company acquired 100% of the shares of Pete’s. The purchase price consideration for the acquisition was $92.5 million in cash (subject to customary adjustments) 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. 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. Acquisition related costs of $204 thousand and $4,449 thousand were included in selling, general and administrative expense in the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 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 and a 338(h)(10) election was filed to step up the tax basis of the assets acquired to fair value. The preliminary allocation is as follows (in thousands): Intangible assets $ 52,300 Goodwill 38,476 Assets acquired 56,454 Liabilities assumed (3,776) Total fair value of net assets acquired: $ 143,454 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 $ 40,200 Trade name 7,400 Non-compete agreements 4,700 Total: $ 52,300 The useful life of the customer relationships, trade name, and non-compete agreements are approximately 16 years, seven years, and 18 months, respectively. Amortization expense of intangible assets was $1,256 thousand and $3,352 thousand for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, future amortization expense is expected to be as follows (in thousands): Remainder of 2022 $ 1,676 2023 5,920 2024 3,570 2025 3,570 2026 3,570 Thereafter 30,643 Total $ 48,949 Pro forma financial information The following unaudited pro forma results of operations have been prepared as though the business combination of Local Bounti and Pete's 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 pro forma adjustments including acquisition-related costs directly attributable to the acquisition are included within the reported pro forma revenue and net loss. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,285 $ 6,010 $ 18,767 $ 17,423 Net loss $ (27,104) $ (15,847) $ (85,424) $ (53,272) Asset Acquisition On April 4, 2022, in connection with consummating the Pete's Acquisition, 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 cash purchase price of $25.8 million (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	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventory	Inventory Inventory consisted of the following: September 30, December 31, 2022 2021 (in thousands) Raw materials $ 2,106 $ 612 Work-in-process 291 173 Finished goods 1,798 69 Consignment — 163 Inventory valuation allowance (418) (95) Total inventory, net $ 3,777 $ 922

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consisted of the following: September 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 30,752 $ 3,683 Land 18,469 4,122 Buildings and leasehold improvements 53,670 14,141 Construction-in-progress 41,908 16,375 Less: Accumulated depreciation (4,436) (971) Property and equipment, net $ 140,363 $ 37,350 Depreciation expense related to property and equip ment was $1,651 thousand and $142 thousand for the three months ended September 30, 2022 and 2021, respectively, and $3,477 t housand and $392 thousand for the nine months ended September 30, 2022 and 2021 , respectively.

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Accrued Liabilities	Accrued Liabilities Accrued liabilities consisted of the following: September 30, December 31, 2022 2021 (in thousands) Construction $ 2,939 $ 11,192 Insurance 272 2,582 Payroll 775 792 Production 957 461 Professional services 709 273 Software 348 — Other 712 720 Total accrued liabilities $ 6,712 $ 16,020

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt Debt consisted of the following: September 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 93,144 — Unamortized deferred financing costs (22,060) (5,094) Total debt $ 113,584 $ 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 $150.0 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 $50.0 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 $30.0 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 2%, 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 amount was recorded as interest expense in the Unaudited Consolidated Statement of Operations for the three and nine months ended September 30, 2022. The First Amendment fee of $2.0 million and the issued 1,932,931 shares of common stock with a fair value at the time of issuance of $17.4 million was recorded as additional debt discount and is amortized to interest expense over the remaining term of the Amended Facilities agreement on a straight-line basis. 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). Principal payments are due on the maturity date of the Senior Facility and the Subordinated Facility on 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. The Company is required to have an interest reserve account which is shown as restricted cash and cash equivalents on the Company's Unaudited Condensed Consolidated Balance Sheets. 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. In addition, the Senior Facility also requires that two quarters of principal be reserved by applying a ten-year amortization schedule to the outstanding principal balance. In accordance with the Second Amendment, the balance of the Company's interest reserve account was $19,754 thousand at September 30, 2022 as compared to $4,416 thousand at December 31, 2021. The Amended Facilities also contains certain financial covenants that become measurable and effective beginning in the third quarter of 2025, including debt coverage, net leverage, and interest coverage ratios. Additional covenants and other provisions exist that may limit or affect the timing of the Company’s ability, among other things, to undergo a merger or consolidation, sell certain assets, create liens, guarantee certain obligations of third parties, make certain investments or acquisitions, and declare dividends or make distributions. The 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 September 30, 2022. In September 2022, the Company borrowed an additional $7,470 thousand under the term loan. 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 4,167 $ — $ — Total $ 4,167 $ — $ — 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 September 30, 2022 and December 31, 2021, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of September 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.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Restricted Common Stock Awards and Restricted Stock Units A summary of the restricted stock units ("RSUs") and restricted common stock awards ("RSAs") activity for the nine months ended September 30, 2022 is as follows: Number of RSUs Average Grant-Date Fair Value Number of RSAs Average Grant-Date Fair Value Unvested at December 31, 2021 2,395,789 $ 9.73 5,479,451 $ 1.80 Granted 9,117,579 $ 5.87 — $ — Forfeited (211,578) $ 10.13 — $ — Vested, Settled (1,128,825) $ 7.09 (594,081) $ 2.51 Vested, Unsettled 700,058 $ 5.67 — $ — Unvested and outstanding at September 30, 2022 10,873,023 $ 6.43 4,885,370 $ 1.71 The total expense value of RSUs for the three and nine months ended September 30, 2022 was $9,066 thousand and $30,017 thousand. There was no expense for RSUs for the three and nine months ended September 30, 2021. As of September 30, 2022, the total compensation cost related to unvested RSUs not yet recognized is $40,767 thousand and is expected to be recognized over a weighted average period of 2.48 years. The total expense of RSAs for the three and nine months ended September 30, 2022 was $1,841 thousand and $3,599 thousand. As of September 30, 2022, the total compensation cost related to unvested RSAs not yet recognized is $3,237 thousand and is expected to be recognized over a weighted average period of 1.81 years.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	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 common stockholders to give effect to all potential common shares that were dilutive and outstanding during the period. For the three and nine months ended September 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 common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (27,104) $ (10,834) $ (84,539) $ (27,822) Weighted average common stock outstanding, basic and diluted 89,245,019 49,131,555 86,318,432 49,131,555 Net loss per common share, basic and diluted $ (0.30) $ (0.22) $ (0.98) $ (0.57) The following table presents the shares outstanding that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share as the impact would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted Stock 5,011,044 10,932,957 5,224,392 10,544,769 Convertible Notes — 3,224,068 — 2,097,547 Warrants 11,539,296 297,450 11,539,299 209,195

Commitment and Contingencies

Commitment and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Matters The Company has and may become party to various legal proceedings and other claims that arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Management is currently not aware of any matters that it expects will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events from September 30, 2022 through the date the Unaudited Condensed Consolidated Financial Statements were issued and identified the following: Private Placement On October 21, 2022 (the "Agreement Date"), the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain purchasers (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $2.50 per share (the "Private Placement"). The closing price of the Common Stock on the New York Stock Exchange on October 20, 2022 (the last trading day before the Agreement Date), was $2.50 per share. Pursuant to the Securities Purchase Agreement, the Company agreed to sell and the Purchasers agreed to purchase 9,320,000 shares (the "Common Shares") of Common Stock resulting in gross proceeds to the Company of approximately $23.3 million before deducting estimated offering expenses. Affiliates of certain members of our Board of Directors and certain executive officers purchased an aggregate of 280,000 shares of Common Stock in the Private Placement. The Company expects to use the net proceeds for general corporate purposes. Registration Rights Agreement In connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which the Company agrees to register for resale the Common Shares (the "Registrable Securities"). Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of the Registrable Securities within 10 business days of the closing of the Securities Purchase Agreement. The registration statement was filed on October 24, 2022. The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until such time as there are no longer Registrable Securities held by the Purchasers. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. The Company has granted the Purchasers customary indemnification rights in connection with the registration statement, including for liabilities arising under the Securities Act of 1933, as amended. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement. There have been no other events or transactions that occurred subsequent to September 30, 2022 that require recognition or disclosure.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
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 to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. 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 and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022.
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 to fairly present its financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, its cash flows for the nine months ended September 30, 2022 and 2021, and its stockholders' equity (accumulated deficit) as of September 30, 2022. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2022 or any future period. 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 and as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022.
New Accounting Pronouncements	New Accounting Pronouncements There have been no new accounting pronouncements recently issued or newly effective that had or are expected to have a material impact on the Unaudited Condensed Consolidated Financial Statements apart from those described in the Annual Financial Statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 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 $ 52,300 Goodwill 38,476 Assets acquired 56,454 Liabilities assumed (3,776) Total fair value of net assets acquired: $ 143,454
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 $ 40,200 Trade name 7,400 Non-compete agreements 4,700 Total: $ 52,300
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	As of September 30, 2022, future amortization expense is expected to be as follows (in thousands): Remainder of 2022 $ 1,676 2023 5,920 2024 3,570 2025 3,570 2026 3,570 Thereafter 30,643 Total $ 48,949
Schedule of Pro Forma Information	The following unaudited pro forma results of operations have been prepared as though the business combination of Local Bounti and Pete's 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 pro forma adjustments including acquisition-related costs directly attributable to the acquisition are included within the reported pro forma revenue and net loss. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Sales $ 6,285 $ 6,010 $ 18,767 $ 17,423 Net loss $ (27,104) $ (15,847) $ (85,424) $ (53,272)
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)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Components of Inventories	Inventory consisted of the following: September 30, December 31, 2022 2021 (in thousands) Raw materials $ 2,106 $ 612 Work-in-process 291 173 Finished goods 1,798 69 Consignment — 163 Inventory valuation allowance (418) (95) Total inventory, net $ 3,777 $ 922

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following: September 30, December 31, 2022 2021 (in thousands) Machinery, equipment, and vehicles $ 30,752 $ 3,683 Land 18,469 4,122 Buildings and leasehold improvements 53,670 14,141 Construction-in-progress 41,908 16,375 Less: Accumulated depreciation (4,436) (971) Property and equipment, net $ 140,363 $ 37,350

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following: September 30, December 31, 2022 2021 (in thousands) Construction $ 2,939 $ 11,192 Insurance 272 2,582 Payroll 775 792 Production 957 461 Professional services 709 273 Software 348 — Other 712 720 Total accrued liabilities $ 6,712 $ 16,020

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Debt	Debt consisted of the following: September 30, December 31, 2022 2021 (in thousands) Subordinated Facility $ 42,500 $ 16,293 Senior Facility 93,144 — Unamortized deferred financing costs (22,060) (5,094) Total debt $ 113,584 $ 11,199

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets And Liabilities Measured on Recurring Basis	The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value: September 30, 2022 Level 1 Level 2 Level 3 (in thousands) Recurring fair value measurements Assets: Money market funds, included in cash and cash equivalents $ 4,167 $ — $ — Total $ 4,167 $ — $ — 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 $ — $ —

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	A summary of the restricted stock units ("RSUs") and restricted common stock awards ("RSAs") activity for the nine months ended September 30, 2022 is as follows: Number of RSUs Average Grant-Date Fair Value Number of RSAs Average Grant-Date Fair Value Unvested at December 31, 2021 2,395,789 $ 9.73 5,479,451 $ 1.80 Granted 9,117,579 $ 5.87 — $ — Forfeited (211,578) $ 10.13 — $ — Vested, Settled (1,128,825) $ 7.09 (594,081) $ 2.51 Vested, Unsettled 700,058 $ 5.67 — $ — Unvested and outstanding at September 30, 2022 10,873,023 $ 6.43 4,885,370 $ 1.71

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share, Basic and Diluted	The following table sets forth the computation of the Company’s net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (27,104) $ (10,834) $ (84,539) $ (27,822) Weighted average common stock outstanding, basic and diluted 89,245,019 49,131,555 86,318,432 49,131,555 Net loss per common share, basic and diluted $ (0.30) $ (0.22) $ (0.98) $ (0.57)
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 common share in the future that were not included in the computation of diluted net loss per common share as the impact would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted Stock 5,011,044 10,932,957 5,224,392 10,544,769 Convertible Notes — 3,224,068 — 2,097,547 Warrants 11,539,296 297,450 11,539,299 209,195

Business Description (Details)

Business Description (Details) - Apr. 04, 2022 - Hollandia Produce Group, Inc. (Pete's) location in Thousands	manufacturingFacility	state	location
Business Acquisition [Line Items]
Number of greenhouse growing facilities	3
Number of retail locations		35	10
CALIFORNIA
Business Acquisition [Line Items]
Number of operating facilities	2
GEORGIA
Business Acquisition [Line Items]
Number of operating facilities	1

Acquisitions - Business Combina

Acquisitions - Business Combination - Narrative (Details) location in Thousands, $ in Thousands							3 Months Ended	9 Months Ended
	Apr. 04, 2022	Apr. 04, 2022 USD ($)	Apr. 04, 2022 state	Apr. 04, 2022 shares	Apr. 04, 2022 location	Mar. 14, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Amortization of intangible assets							$ 1,256	$ 3,352	$ 0
Hollandia Produce Group, Inc. (Pete's)
Business Acquisition [Line Items]
Number of retail locations			35		10
Hollandia Produce Group, Inc. (Pete's)
Business Acquisition [Line Items]
Percentage of shares acquired	100%	100%	100%	100%	100%
Payments to acquire businesses		$ 92,500
Shares issued to acquire business (in shares) | shares				5,654,600
Shares issued to acquire business		$ 50,900				$ 30,000
Acquisition related costs							$ 204	$ 4,449
Hollandia Produce Group, Inc. (Pete's) | Customer relationships
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	16 years
Hollandia Produce Group, Inc. (Pete's) | Trade name
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average useful life	7 years
Hollandia Produce Group, Inc. (Pete's) | Non-compete agreements
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	Sep. 30, 2022	Apr. 04, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 38,476		$ 0
Hollandia Produce Group, Inc. (Pete's)
Business Acquisition [Line Items]
Intangible assets		$ 52,300
Goodwill		38,476
Assets acquired		56,454
Liabilities assumed		(3,776)
Total fair value of net assets acquired:		$ 143,454

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	$ 52,300
Customer relationships
Business Acquisition [Line Items]
Intangible assets	40,200
Trade name
Business Acquisition [Line Items]
Intangible assets	7,400
Non-compete agreements
Business Acquisition [Line Items]
Intangible assets	$ 4,700

Acquisitions - Schedule of Fini

Acquisitions - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Remainder of 2022	$ 1,676
2023	5,920
2024	3,570
2025	3,570
2026	3,570
Thereafter	30,643
Total	$ 48,949

Acquisitions - Pro Forma Inform

Acquisitions - Pro Forma Information (Details) - Hollandia Produce Group, Inc. (Pete's) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Sales	$ 6,285	$ 6,010	$ 18,767	$ 17,423
Net loss	$ (27,104)	$ (15,847)	$ (85,424)	$ (53,272)

Acquisitions - Asset Acquisitio

Acquisitions - Asset Acquisition (Details) - STORE Master Funding XVIII, LLC $ in Thousands	Apr. 04, 2022 USD ($)
Asset Acquisition [Line Items]
Asset acquisition, aggregate purchase price	$ 25,800
Land	13,800
Construction-in-progress	12,013
Total:	$ 25,813

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 2,106	$ 612
Work-in-process	291	173
Finished goods	1,798	69
Consignment	0	163
Inventory valuation allowance	(418)	(95)
Total inventory, net	$ 3,777	$ 922

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (4,436)		$ (4,436)		$ (971)
Property and equipment, net	140,363		140,363		37,350
Depreciation expense	1,651	$ 142	3,477	$ 392
Machinery, equipment, and vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	30,752		30,752		3,683
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18,469		18,469		4,122
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	53,670		53,670		14,141
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 41,908		$ 41,908		$ 16,375

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Construction	$ 2,939	$ 11,192
Insurance	272	2,582
Payroll	775	792
Production	957	461
Professional services	709	273
Software	348	0
Other	712	720
Total accrued liabilities	$ 6,712	$ 16,020

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized deferred financing costs	$ (22,060)	$ (5,094)
Total debt	113,584	11,199
Subordinated Facility
Debt Instrument [Line Items]
Long-term debt, gross	42,500	16,293
Senior Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 93,144	$ 0

Debt - Narrative (Details)

Debt - Narrative (Details)		1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 04, 2022 USD ($) qtr shares	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Aug. 11, 2022 USD ($) qtr	Apr. 03, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Issuance of common stock for debt modification				$ 17,416,000	$ 17,416,000	$ 0
Proceeds from issuance of debt					$ 119,351,000	26,793,000
Loans Payable | Senior Facility
Debt Instrument [Line Items]
Debt, face amount						150,000,000
Debt, increase of interest rate	2%
Debt covenant, interest amount, number of calendar quarter | qtr	8						4
Debt covenant, principal amount, number of calendar quarter | qtr	2
Debt amortization period					10 years
Proceeds from issuance of debt		$ 7,470,000
Loans Payable | Senior Facility | Minimum
Debt Instrument [Line Items]
Debt covenant, interest amount							$ 0
Loans Payable | Senior Facility | Minimum | SOFR
Debt Instrument [Line Items]
Debt basis spread on variable rate	7.50%
Loans Payable | Senior Facility | Maximum | SOFR
Debt Instrument [Line Items]
Debt basis spread on variable rate	8.50%
Loans Payable | Subordinated Facility
Debt Instrument [Line Items]
Debt, face amount						$ 50,000,000
Debt, increase of interest rate	2%
Interest rate percentage	12.50%
Debt covenant, interest amount, number of calendar quarter | qtr	8						4
Loans Payable | Subordinated Facility | Minimum
Debt Instrument [Line Items]
Debt covenant, interest amount							$ 0
Loans Payable | First Amendment of the Original Credit Agreements
Debt Instrument [Line Items]
Debt, face amount	$ 170,000,000
Debt, minimum liquidity covenant	20,000,000							$ 30,000,000
Debt amendment fee	$ 2,000,000
Issuance of common stock for debt modification (in shares) | shares	1,932,931
Debt issuance cost write off			$ 735,000		$ 735,000
Loans Payable | Second Amendment of the Original Credit Agreements
Debt Instrument [Line Items]
Debt covenant, interest reserve account balance		$ 19,754,000	$ 19,754,000		$ 19,754,000				$ 4,416,000
Unused capacity, commitment fee percentage		1.25%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Level 1
Assets:
Assets, fair value	$ 4,167	$ 96,661
Level 1 | Money market funds, included in cash and cash equivalents
Assets:
Assets, fair value	4,167	96,661
Level 2
Assets:
Assets, fair value	0	0
Level 2 | Money market funds, included in cash and cash equivalents
Assets:
Assets, fair value	0	0
Level 3
Assets:
Assets, fair value	0	0
Level 3 | Money market funds, included in cash and cash equivalents
Assets:
Assets, fair value	$ 0	$ 0

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Common Stock Awards and Restricted Stock Units Activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock Units (RSUs)
Number of RSAs & RSUs
Unvested beginning balance (in shares) | shares	2,395,789
Granted (in shares) | shares	9,117,579
Forfeited (in shares) | shares	(211,578)
Vested, Settled (in shares) | shares	(1,128,825)
Vested, Unsettled (in shares) | shares	700,058
Unvested ending balance (in shares) | shares	10,873,023
Average Grant-Date Fair Value
Unvested beginning balance (in dollars per share) | $ / shares	$ 9.73
Granted (in dollars per share) | $ / shares	5.87
Forfeited (in dollars per share) | $ / shares	10.13
Vested and settled shares (in dollars per share) | $ / shares	7.09
Vested but unsettled shares (in dollars per share) | $ / shares	5.67
Unvested ending balance (in dollars per share) | $ / shares	$ 6.43
Restricted Common Stock Awards
Number of RSAs & RSUs
Unvested beginning balance (in shares) | shares	5,479,451
Granted (in shares) | shares	0
Forfeited (in shares) | shares	0
Vested, Settled (in shares) | shares	(594,081)
Vested, Unsettled (in shares) | shares	0
Unvested ending balance (in shares) | shares	4,885,370
Average Grant-Date Fair Value
Unvested beginning balance (in dollars per share) | $ / shares	$ 1.80
Granted (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Vested and settled shares (in dollars per share) | $ / shares	2.51
Vested but unsettled shares (in dollars per share) | $ / shares	0
Unvested ending balance (in dollars per share) | $ / shares	$ 1.71

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 10,907,000	$ 0	$ 33,616,000	$ 4,942,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	9,066,000	$ 0	30,017,000	$ 0
Cost not yet recognized, amount	40,767,000		$ 40,767,000
Cost not yet recognized, period for recognition			2 years 5 months 23 days
Restricted Common Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,841,000		$ 3,599,000
Cost not yet recognized, amount	$ 3,237,000		$ 3,237,000
Cost not yet recognized, period for recognition			1 year 9 months 21 days

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss, basic	$ (27,104)	$ (10,834)	$ (84,539)	$ (27,822)
Net loss, diluted	$ (27,104)	$ (10,834)	$ (84,539)	$ (27,822)
Weighted average common stock outstanding, basic (in shares)	89,245,019	49,131,555	86,318,432	49,131,555
Weighted average common stock outstanding, diluted (in shares)	89,245,019	49,131,555	86,318,432	49,131,555
Net loss per common share, basic (in dollars per share)	$ (0.30)	$ (0.22)	$ (0.98)	$ (0.57)
Net loss per common share, diluted (in dollars per share)	$ (0.30)	$ (0.22)	$ (0.98)	$ (0.57)

Net Loss Per Share - Antidiluti

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,011,044	10,932,957	5,224,392	10,544,769
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	3,224,068	0	2,097,547
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	11,539,299	209,195

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	Oct. 21, 2022	Oct. 20, 2022	Sep. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Share price (in dollars per share)		$ 2.50
Subsequent Event | Private Placement
Subsequent Event [Line Items]
Sale of stock, price (in dollars per share)	$ 2.50
Number of shares issued in transaction (in shares)	9,320
Consideration from private placement	$ 23.3
Period for filing registration statement	10 days
Subsequent Event | Private Placement | Board of Directors And Executive Officers
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	280